Governance Briefing — May 30, 2025

Executive briefing: Listed entities and their material subsidiaries must submit SEBI’s Annual Secretarial Compliance Report for FY 2024–25 to stock exchanges by 30 May 2025. The certification, mandated under SEBI circular SEBI/HO/CFD/CMD1/CIR/P/2019/75, requires a practising company secretary to attest that board processes, insider trading controls, and disclosure procedures complied with SEBI Listing Obligations and Disclosure Requirements (LODR) during the year. Directors must close any exceptions before attestation.

Key governance signals

• Board accountability is explicit. The circular compels boards to review non-compliances flagged by the company secretary and to provide corrective action plans to exchanges within the same filing.
• Subsidiary oversight is included. Material subsidiaries have to furnish separate certifications, highlighting the need for harmonised governance frameworks across conglomerate structures.
• Insider trading surveillance is tested. The attestation covers adherence to SEBI’s Prohibition of Insider Trading Regulations, including maintenance of structured digital databases and trading window controls.

Action checklist

• Coordinate board and audit committee reviews of FY 2024–25 compliance status, ensuring evidence of remedial actions for any LODR breaches.
• Update subsidiary governance charters so that material subsidiaries can deliver parallel attestations without gaps in insider trading or disclosure controls.
• Archive working papers, board minutes, and compliance certificates that support the practising company secretary’s opinion before submission to stock exchanges.

Sources

• SEBI circular SEBI/HO/CFD/CMD1/CIR/P/2019/75 on Annual Secretarial Compliance Reports
• SEBI Master Circular for Listed Companies (August 2023)

Zeph Tech works with Indian issuers to integrate LODR compliance tracking, insider trading controls, and subsidiary governance reviews ahead of the May reporting deadline.

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