Proxy Advisers (PAs) have specific periodic reporting requirements that differ from those of Research Analysts. PAs must submit their periodic reports to SEBI in a separate format. This article provides a comprehensive technical analysis of the periodic reporting requirements for Proxy Advisers.
Regulatory Basis
Periodic Reporting Circular
The circular dated October 25, 2024 (SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2024/148) specifies:
"Proxy advisers shall submit the periodic report in a format provided at Annexure J."
Applicability of RA Regulations
Regulation 23(1) provides that all provisions of Chapter II, III, IV, V and VI of RA Regulations shall apply mutatis mutandis to proxy advisers.
Proxy Adviser Reporting Format
Required Information
1. Identification Information
| Information | Description |
|---|---|
| Registered Name | Name as per SEBI registration certificate |
| Trade Name/Brand Name | Any trade name or brand name used |
| PAN | Permanent Account Number |
| SEBI Registration No. | Full SEBI registration number |
| Logo (Yes/No) | Whether the PA has a logo |
| Date of Incorporation/Birth | Date of incorporation (non-individual) or date of birth (individual) |
| Legal Structure | Individual, partnership, LLP, body corporate |
2. Address and Branch Details
| Information | Description |
|---|---|
| Registered Office Address | Full registered office address |
| Correspondence Address | Full correspondence address |
| Principal Place of Business | Full address of principal place of business |
| Number of Branches | Total number of branches |
| Addresses of Branches | Full addresses of all branches |
3. Personnel Details
| Information | Description |
|---|---|
| Total Number of Employees | As on the last date of the reporting period |
| Contact Person | Name, date of birth, mobile, email |
| Compliance Officer | Name, date of birth, mobile, email |
| Managing Director/Partner | Name, PAN, date of birth, DIN, mobile, email |
| Other Directors/Partners | Name, PAN, date of birth, DIN (list) |
4. Shareholding Details
| Information | Description |
|---|---|
| Shareholder Name | Name of shareholder |
| Number of Shares | Number of shares held |
| % of Shareholding | Percentage of shareholding |
5. Financial and Operational Details
| Information | Description |
|---|---|
| Bank Account Details | Name, account number, type, IFSC, bank name, branch |
| Inspection Details | Date, period, adverse remarks, remedial action |
| Advertisement Details | Number issued during the half year period |
| Reports Issued | Number of reports for general meetings, other reports |
| Voting Recommendations | Number of agenda items |
| Complaints | Pending, received, resolved, pending |
6. Client and Fee Details
| Information | Description |
|---|---|
| Number of Clients/Subscribers | Who received services during the period |
| Total Amount of Fees Received | During the period |
Comparison: RA vs PA Reporting
| Aspect | Research Analyst | Proxy Adviser |
|---|---|---|
| Reporting Format | Table-1, Table-2, Table-3 | Annexure J |
| Submission To | RAASB | SEBI |
| Frequency | Half-yearly | Half-yearly |
| Deadline | 30 days from period end | 30 days from period end |
Submission Process
Step 1: Prepare the Report
- Collect all required information
- Complete the report in Annexure J format
Step 2: Review the Report
- Review for accuracy and completeness
- Verify all data
Step 3: Submit to SEBI
- Submit directly to SEBI
- Follow the prescribed submission process
Step 4: Retain Records
- Retain a copy of the report
- Maintain for five years
Common Compliance Gaps
1. Using RA Format
Some PAs use the RA reporting format.
Solution: Use the PA specific format (Annexure J).
2. Submitting to RAASB
Some PAs submit to RAASB.
Solution: Submit directly to SEBI.
3. Incomplete Report
Some PAs submit incomplete reports.
Solution: Ensure all sections are completed.
4. Missing the Deadline
Some PAs miss the reporting deadline.
Solution: Submit the report on time.
Consequences of Non-Compliance
1. Regulatory Action
SEBI may take action for non-compliance.
2. Monetary Penalties
SEBI may impose monetary penalties.
3. Reputational Damage
Non-compliance can damage the PA's reputation.
Conclusion and How Anuj Desai & Associates Can Help
Proxy Advisers have specific reporting requirements that must be complied with.
Anuj Desai & Associates offers specialized services to help PAs comply with reporting requirements:
- Preparation of periodic reports
- Review of report data
- Submission assistance
- Compliance audit and advisory
Contact us today to ensure your periodic reports are submitted correctly. Our team will guide you through the process.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Readers are advised to consult qualified professionals for legal and compliance matters. Anuj Desai & Associates is a SEBI compliance consulting firm based in India.