Listed companies run on certificates — a PCS confirming share work was done on time, a governance certificate for the annual report, a transfer-facility certificate for the exchanges. We issue every one of them: correctly worded, properly signed, never late.
Several SEBI regulations require a practising company secretary to certify specific things for listed companies. Regulation 40(9) of LODR requires a PCS certificate confirming share certificates were issued within 30 days of lodgement — now an annual certificate, since physical transfers stopped in April 2019 and SEBI rationalised the frequency. Schedule V of LODR requires a corporate governance compliance certificate — from the auditors or a PCS — annexed to the Directors' Report.
Then there is Regulation 7(3): an annual certificate, signed by the compliance officer and the RTA's authorised representative, confirming the share transfer facility is properly maintained. Changed from half-yearly to annual in 2021. Three certificates, three signatories, three timelines — and every one of them has tripped up a listed company at some point.
Every listed company needs the corporate governance certificate with its annual report — except SME-listed companies, which are exempt from the governance provisions under Reg 15(2). If your annual report goes out without it, the omission is visible to everyone.
Companies with an RTA need the 7(3) certificate annually; companies handling transfers in-house certify the in-house facility instead. Either way, the compliance officer's signature is on it — which means the board should know it exists before April.
The 40(9) certificate applies wherever transmission, transposition or deletion of name was processed during the year — which, for most listed companies, means every year. Even a nil year needs a nil certificate.
The 7(3) certificate is due within 30 days of the financial year end; the 40(9) within one month; the governance certificate rides with the annual report timeline. All three cluster in April and May — which is exactly why they get missed in the results-season rush. We run them as one workstream.
Fees are modest compared to the main compliance calendar — these are focused certifications, not audits. Most clients bundle all three into their annual secretarial retainer, which is cheaper than engaging separately and guarantees nothing falls through the cracks.
It is annual now, not half-yearly — within one month of the end of the financial year, by 30 April. The old half-yearly rhythm no longer applies.
Yes — a practising company secretary, no one else. The regulation names the PCS specifically; a CA or the compliance officer cannot issue it.
That all share certificates for transfer, sub-division, consolidation, renewal, exchange, transmission, transposition or deletion of name were issued within 30 days of lodgement. Since April 2019, that mostly means transmission and transposition.
Still applicable, but changed. The 40(9) certificate is still obtained annually. What SEBI removed w.e.f. 13 December 2024 — via the LODR Third Amendment — is the requirement to FILE it with the stock exchanges under 40(10).
40(9) is the certificate itself — the PCS confirming timely issuance of share certificates. 40(10) was the obligation to file that certificate with the exchanges. SEBI omitted 40(10) in December 2024, so filing is no longer required.
With the filing requirement gone, the real question is obtaining the certificate on time. Gaps still matter — exchanges can question them, and they feed into the company’s overall compliance record.
No SEBI-prescribed format — the PCS drafts it covering what the regulation requires. And since December 2024 it is not filed with the exchanges at all; the company retains it.
Either. Schedule V Para E allows the certificate from the auditors or a practising company secretary. Most companies use their PCS; both signatures are valid.
SME-listed companies are exempt — Reg 15(2) takes them out of the corporate governance provisions entirely, so no CG certificate applies to them.
Annexed to the Directors’ Report as part of the annual report, per Schedule V. It travels with the annual report — it is not a separate exchange filing.
That the company complied with the conditions of corporate governance under Reg 17 to 27 — board composition, committees, disclosures — for the financial year. It is a compliance opinion, not an audit of the financials.
Two signatures: the company’s compliance officer and the authorised representative of the RTA, where applicable. Not the PCS — this one is management plus RTA.
Within 30 days of the end of the financial year — by 30 April. It is an annual certificate now, signed by the compliance officer and the RTA’s authorised representative.
Annual. The LODR Second Amendment of 2021, effective May 2021, changed it from half-yearly to annual — within 30 days of the financial year end.
Yes — still obtain it. The PCS issues a nil certificate confirming no transfers, transmissions or transpositions were lodged. Skipping it because nothing happened is itself a gap.
Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.
Request a consultation