Stock Exchange Compliance Audit

Stock exchange compliance audit for a listed company's securities-in-depository record centres on Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, which requires every issuer to submit a Reconciliation of Share Capital Audit (RSCA) report each quarter to every stock exchange on which its securities are listed. The report is prepared and signed by a qualified professional — a practising Chartered Accountant, practising Company Secretary, or (following a subsequent SEBI amendment extending eligibility) a practising Cost Accountant — who reconciles the total issued/listed share capital with the aggregate of shares held in dematerialised form (as confirmed by both depositories, NSDL and CDSL) plus shares still held in physical form, and confirms that dematerialised holdings do not exceed the company's admitted/issued capital.

This sits alongside SEBI (LODR) Regulations, 2015 Regulation 24A, which separately requires every listed entity and its material unlisted Indian subsidiaries to obtain an Annual Secretarial Compliance Report — examining stock exchange filings, statutory registers and the company website for compliance with SEBI regulations and circulars — filed with stock exchanges in XBRL format within 60 days of the financial year end; this report and the related Secretarial Audit Report (mandatory for listed entities and their material subsidiaries) must, per SEBI's 2024 amendment to Regulation 24A effective from FY 2024-25 filings, be signed by a Peer Reviewed Company Secretary. A CA-led engagement under this service accordingly covers the Regulation 76 share-capital reconciliation track; the Regulation 24A secretarial compliance/audit track is a Company Secretary-reserved function and is scoped separately.

Stock exchange compliance audit is the verification of a listed company's compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 — the examination of the company's disclosures, its governance and its filings against the LODR requirements, the report on the compliance position, and the coordination with the exchanges and the SEBI. The audit is the annual check that the listed company has met its continuous obligations — the results, the disclosures, the governance, the RPTs and the material events.

The listed company's compliance runs under the LODR Regulations, and the compliance audit is the verification that the obligations were actually met — the quarterly results filed on time, the governance and the committee composition maintained, the RPTs approved and disclosed, the material events reported, the shareholding and the corporate actions filed. The audit is also the pre-requisite of the smoother regulatory reviews, and its findings are the gaps the company should close before the regulators find them.

The cost of the compliance gaps is the regulatory price: the penalties for the LODR violations, the warnings and the adverse remarks from the exchanges, and the governance discount in the market's reading of the stock.

This service is for listed companies requiring the compliance verification. We audit the compliance against the LODR Regulations 2015 — the disclosures, the governance, the RPTs, the material events and the filings — document the findings with the evidence, and produce the compliance report with the gaps and the remediation, so the company's listed compliance is verified and corrected.