‘Secretarial Audit’ by listed companies name changed to ‘Reconciliation of Share Capital Audit’.

CIR/MRD/DP/ 30 /2010 September 06, 2010
To
All Stock Exchanges and Depositories
Dear Sir/Madam,
Sub: Clarification on submission of Audit report under Regulation 55A of
SEBI (Depositories and Participants) Regulations, 1996
Please refer to regulation 55A of the SEBI (Depositories and Participants)
Regulations, 1996, the Circular No. D&CC/FITTC/CIR-16/2002 dated December
31, 2002 and the Circular No. SEBI/MRD/Policy/Cir-13/2004 dated March 3,
2004.
2. The aforementioned regulation and circulars necessitate every issuer to
submit audit report on a quarterly basis to the stock exchanges audited by a
qualified chartered accountant or a practicing company secretary, for the
purpose of reconciliation of share capital held in depositories and in physical
form with the issued / listed capital.
3. SEBI has received representations for changing the term ‘Secretarial Audit’
as it encompasses a wider area pertaining to examination of corporate and
secretarial records of the company and cannot be restricted to merely audit
for reconciliation of share capital.
4. Upon examination, it has been decided to modify the terminology
‘Secretarial Audit’ as mentioned in the circular No. D&CC/FITTC/Cir-
16/2002 dated December 31, 2002 to ‘Reconciliation of Share Capital
Audit’. SEBI Circular No. D&CC/FITTC/Cir-16/2002 dated December 31,
2002 stands amended to the extent as above.
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Securities and Exchange Board of India
2
5. The Stock Exchanges are advised to:
5.1. make necessary amendments, if required, to the relevant bye-laws/
rules and regulations/circulars for the implementation of the above
decision immediately.
5.2. bring the provisions of this circular to the notice of the Issuers of the
Exchange and also to disseminate the same on the website.
6. The Depositories are advised to:
6.1 make necessary amendments, if required, to the relevant byelaws/
rules and regulations/circulars for the implementation of the
above decision immediately.
6.2 bring the provisions of this circular to the notice of the Registrar and
Share Transfer Agents and also to disseminate the same on the
website.
7. This circular is being issued in exercise of powers conferred under Section
11 (1) of the Securities and Exchange Board of India Act, 1992 read with
Section 19 of the Depositories Act, 1996 to protect the interests of investors
in securities and to promote the development of, and to regulate the
securities market.