Format of compliance report on Corporate Governance by Listed Entities - SEBI - SEBI/HO/CFD/CMD-2/P/CIR/2021/567

CIRCULAR SEBI/HO/CFD/CMD-2/P/CIR/2021/567 May 31, 2021 To All Listed entities All the Recognised stock exchanges Dear Sir/Madam, Sub: Format of compliance report on Corporate Governance by Listed Entities 1. As per the provisions of Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), a listed entity is required to submit a quarterly compliance report on corporate governance in the format specified by the Board from time to time to recognised Stock Exchange(s). 2. The format for compliance report on Corporate Governance by listed entities has been specified, as per the following annexures, vide Circular No. CIR/CFD/CMD/5/2015 dated September 24, 2015 and modified vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/78 dated July 16, 2019. I. Annex - I - on quarterly basis; II. Annex - II - at the end of a financial year III. Annex - III - at the end of 6 months from the close of financial year. 3. In order to bring about transparency and to strengthen the disclosures around loans/ guarantees/comfort letters/ security provided by the listed entity, directly or indirectly to promoter/ promoter group entities or any other entity controlled by them, it has been decided to mandate such disclosures on a half yearly basis, in the Compliance Report on Corporate Governance. The format of disclosure in this regard is specified vide Annex - IV of the said report and shall be effective from financial year 2021-22. 4. Accordingly the format for compliance report on Corporate Governance shall be as under: I. Annex - I - on quarterly basis; II. Annex - II - at the end of a financial year III. Annex - III - at the end of 6 months from the close of financial year. IV. Annex - IV - on a half yearly basis (w.e.f. first half year of the FY 21-22) 5. This circular supersedes the aforementioned SEBI Circulars dated September 24, 2015 and July 16, 2019. 6. The Stock Exchanges are advised to bring the provisions of this Circular to the notice of listed entities and also disseminate the same on their websites. 7. This Circular is issued in exercise of the powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 101 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Yours faithfully, Surabhi Gupta General Manager Compliance and Monitoring Division Corporation Finance Department Tel No: 022 2644 9315 Email: [email protected]