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AUDITS AND CERTIFICATION UNDER SEBI (LODR)

OVERVIEW

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) mandate various audits and certifications for listed companies to ensure transparency, accountability, and investor protection. These audits and certifications under SEBI (LODR) ensure compliance, governance, and investor protection for listed companies. Companies must adhere to the prescribed timelines and formats to avoid penalties and reputational risks.

AUDITS AND CERTIFICATION UNDER SEBI (LODR), 2015

1. Secretarial Audit (Regulation 24A)

Applicable to:

Every listed entity
Its material unlisted subsidiaries (Indian)

Conducted by: Practicing Company Secretary (PCS)
Report: Form MR-3 (submitted as part of the annual report)
Objective: Ensure compliance with SEBI regulations, the Companies Act, and other applicable laws.

2. Annual Secretarial Compliance Report (Regulation 24A)

Applicable to: Listed entities and their material unlisted subsidiaries
Conducted by: Practicing Company Secretary (PCS)
Report: Submitted to stock exchanges within 60 days of the financial year-end
Objective: Certify compliance with SEBI regulations, circulars, and guidelines.

3. Internal Audit of Listed Entities (Regulation 24)

Applicable to: Listed entities and their material unlisted subsidiaries
Conducted by: Chartered Accountant (CA) or Cost Accountant or any other professional appointed by the Audit Committee
Objective: Evaluate internal controls, risk management, and governance processes.

4. Compliance Certificate (Regulation 7(3))

Applicable to: Listed entities
Conducted by:

Compliance Officer of the company
Share Transfer Agent (RTA)

Report: Submitted to stock exchanges within one month of the financial year-end
Objective: Certify compliance with share transfer and related activities.

5. Corporate Governance Compliance Certificate (Regulation 27(2))

Applicable to: Listed entities required to comply with corporate governance norms
Conducted by: Compliance Officer or a Practicing Company Secretary
Report: Submitted quarterly to stock exchanges in Form BSE/NSE format
Objective: Ensure adherence to governance norms, board composition, and shareholder rights.

6. Certificate for Reconciliation of Share Capital Audit (Regulation 76 of SEBI (D&P) Regulations, 2018)

Applicable to: Listed entities
Conducted by: Practicing Company Secretary (PCS)
Report: Submitted quarterly to stock exchanges
Objective: Reconcile issued and listed capital with depositories and RTA records.

7. Certificate on Statement of Deviation or Variation (Regulation 32)

Applicable to: Listed entities that have raised funds through public or rights issues
Conducted by: Audit Committee
Report: Submitted to stock exchanges on a quarterly basis
Objective: Ensure funds are utilized for the stated purpose.

8. Business Responsibility and Sustainability Report (BRSR) (Regulation 34)

Applicable to: Top 1,000 listed entities by market capitalization
Conducted by: Self-assessment (may be independently verified)
Report: Submitted as part of the annual report
Objective: Disclose ESG (Environmental, Social, Governance) initiatives.

9. Annual Financial Audit

Applicable to: All listed entities
Conducted by: Statutory Auditors (CA Firm)
Report: Included in the Annual Report
Objective: Certify financial statements’ accuracy and compliance with accounting standards.

10. Certificate on Shareholding Pattern (Regulation 31)

Applicable to: Listed entities
Conducted by: Compliance Officer
Report: Submitted quarterly to stock exchanges
Objective: Verify promoter and public shareholding details.

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