ADVISORY FOR ENSURING COMPLIANCE WITH VARIOUS REGULATIONS/ CIRCULARS ISSUED BY SEBI AND THE STOCK EXCHANGES

The Regulators i.e. Securities Exchange Board of India and the Stock Exchanges have reposed
confidence in the profession of Company Secretaries and have recognized Company Secretaries in
Practice for issuance of Certificates, Reports and conduct audit under various Regulations and Circulars
issued by them from time to time. The details of few are as under for reference: –

• SEBI (Depositories and Participants) Regulations, 2018,
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
  SEBI (Investment Advisers) Regulations, 2013,
• SEBI (Delisting of Equity Shares) Regulations, 2021,
• SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
  SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,
  SEBI (Buy-Back of Securities) Regulations, 2018,
• SEBI (Infrastructure Investment Trusts) Regulations, 2014,
• SEBI (Real Estate Investment Trusts) Regulations, 2014,
• BSE/NSE Circulars w.r.t. compliance with Structured Digital Database under SEBI (Prohibition
  of Insider Trading) Regulations, 2015 and many alike.

With an intent to further strengthen the effectiveness of the certification/ audit/ report issued by the
Company Secretaries in Practice and to protect the interest of investors and stakeholders as a whole,
Company Secretaries in Practice are advised to thoroughly check minutest regulatory compliance on the
part of the client, maintain updated checklists to cross verify the compliances and be inquisitive w.r.t.
compliances.

All Company Secretaries in Practice are further expected to also report the non-compliances of the
applicable provisions, penalties imposed and show cause notices served, during the period under review,
to the company or its directors & KMP either by the SEBI, MCA, RBI, Stock Exchanges or any other
Regulator, to reflect the true picture of the governance standards.

This advisory is being issued in order to encourage fellow Company Secretaries to uphold governance
culture and ensure compliances as a whole.

CS Manish Gupta
President, ICSI

6 September, 2023