Every quarter, someone independent must confirm that your issued capital equals what NSDL, CDSL and your physical registers show — to the share. We conduct that audit and file it with the exchanges within 30 days, every quarter, without chasing.
Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 requires every listed company to get a quarterly audit reconciling its total issued capital with the capital held in dematerialised form with NSDL and CDSL plus the capital held in physical form. A practising company secretary or a qualified chartered accountant certifies it, and the company files it with the stock exchanges within 30 days of each quarter end.
It used to be called Regulation 55A under the 1996 regulations — same audit, new number since 2018. The format runs to 25 points: ISIN, face value, issued versus listed versus admitted capital, the CDSL/NSDL/physical break-up, changes during the quarter, whether the register of members is current, and how fast demat requests were processed.
Every listed company — mainboard and SME alike. There is no SME exemption for the Reg 76 audit, unlike some LODR provisions. If your shares are listed, the reconciliation happens four times a year.
Companies with frequent capital changes need it most — ESOP exercises, preferential allotments, buybacks, bonus issues. Every change must flow through listing approval, depository admission and the register. The quarterly audit is where the loose ends surface.
Unlisted companies don't file this — they have the half-yearly PAS-6 instead. If you're preparing to list, getting this discipline in place before the IPO saves painful first-quarter observations.
The audit itself takes a week once your RTA and depository data are in — which is why we start in the first week after quarter end, not the fourth. Clean RTA records mean a clean, fast report; messy ones mean queries, and queries eat the 30-day window.
Fees are fixed per quarter, scaled to the number of ISINs and the volume of capital changes. A single-ISIN company with no quarterly changes pays the base fee; multiple ISINs or heavy ESOP activity costs more. Annual retainers for all four quarters work out cheaper than one-off engagements.
Within 30 days of the end of each quarter — 30 April, 30 July, 30 October and 30 January. Filed with the stock exchanges every quarter, without exception.
Both. Regulation 76 permits a practising company secretary or a qualified chartered accountant to certify. A cost accountant cannot.
Same audit, new number. Reg 55A of the 1996 Depositories Regulations became Reg 76 when SEBI notified the 2018 Depositories and Participants Regulations. The format and the quarterly rhythm did not change.
Issued is what the company created; listed is what the exchange admitted for trading; admitted is what the depositories hold electronically. Demat plus physical must equal issued — proving that arithmetic is the entire audit.
The difference is reported with reasons — pending listing approvals, forfeited shares, shares kept in abeyance. Unexplained differences become observations, and the company must reconcile them.
Only listed companies. Unlisted public companies file the half-yearly PAS-6 instead — a different form, a different rhythm.
Reg 74(5) is the RTA’s own certificate confirming demat requests were processed, due within 15 days of quarter end. Reg 76 is the independent quarterly audit by a PCS or CA. Different certifier, different purpose.
SEBI’s prescribed Annexure — 25 points covering ISIN, face value, issued, listed and admitted capital, the CDSL/NSDL/physical break-up, changes during the quarter, register of members, and demat request timelines.
Stock exchanges levy fines for delayed filing under their uniform fine structure, and the delay sits on your compliance record. Repeated default invites closer SEBI scrutiny.
No. Only a practising company secretary or a chartered accountant can certify. A cost accountant’s signature will not be accepted by the exchanges.
Point 21 of the format requires the auditor to disclose demat requests confirmed after 21 days and those pending beyond 21 days, with reasons. SEBI expects demat processed within 21 days — delays get named in the report.
Report it as an observation with the numbers, carry forward the previous quarter’s reference, and state whether the company resolved it. Excess demat usually traces to unlisted or duplicate credits — it needs investigation, not silence.
The audit runs per ISIN. Listed preference shares get their own reconciliation; the standard quarterly report most companies file covers the equity ISIN.
Each ISIN gets a separate audit report — partly paid shares carry their own ISIN and their own reconciliation. One report per ISIN, every quarter.
Yes. The Reg 76 audit applies to all listed companies including those on the SME platform. There is no SME exemption here, unlike Reg 24A.
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