Regulation 27: The Quarterly Corporate Governance Report

Regulation 27 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Four filings a year, in a fixed format, signed by a named person, saying whether the company complied with each corporate governance requirement.

Regulation 27 is the mechanism that makes the rest of the governance chapter enforceable, because it forces a periodic, attributable statement rather than an annual narrative written after the fact.

File a quarterly compliance report on corporate governance with the stock exchange within 21 days from the end of each quarter, in the format SEBI specifies, signed by the compliance officer or the chief executive officer. The report covers board and committee composition, meetings, independent director requirements and the related disclosures. Discretionary requirements in Part E of Schedule II are adopted at the entity's option, and adoption is disclosed.

The filing

The signature matters. This is one of a small number of filings signed by a named individual in a compliance role rather than issued in the company's name. The compliance officer signing a report that states compliance which did not occur is personally in the frame, which is precisely the accountability the requirement is designed to create.

What it covers

The prescribed format runs across the governance chapter:

• composition of the board — executive, non-executive and independent, with the woman director and independent woman director positions;
• directorships and committee positions held by each director in other listed entities;
• meetings of the board, with dates and the gap between them;
• composition and meetings of the audit committee, nomination and remuneration committee, stakeholders relationship committee and risk management committee;
• meeting of independent directors;
• affirmation of compliance with the code of conduct;
• related party transactions and the required approvals;
• investor grievance position;
• whether each specific requirement of Regulations 17 to 27 has been complied with, and where it has not, the reason.

The last line is the one that gives the report its value. It is a requirement-by-requirement statement, not an overall assurance — which is why a single missed committee meeting or a quorum failure has to be reported as such.

Where the report gets tested

Against the annual report. The corporate governance report in the annual report, under Schedule V, covers the same ground for the full year. Four quarterly reports and one annual report describing the same facts should reconcile. Where they do not — a meeting counted in one and not the other, a committee composition stated differently — the discrepancy is visible to anyone comparing them, and it is a straightforward thing for an inspection to check. The annual report →

Against the actual dates. The 120-day gap between board meetings, the 120-day gap between audit committee meetings and the 210-day gap for the risk management committee are all computed from dates the report itself discloses. A company that files the dates has filed the evidence of its own breach if the gaps were missed — which is the right outcome, and an argument for calendaring meetings from the gaps rather than from a target count. Board of directors →

The discretionary requirements

Part E of Schedule II contains non-mandatory items that a listed entity may adopt:

• a separate office for the non-executive chairperson, with reimbursement of expenses incurred in performing the role;
• sending a half-yearly declaration of financial performance to each household of shareholders;
• moving towards a regime of financial statements with unmodified audit opinions;
• a separate post of chairperson and managing director or CEO, with the chairperson being a non-executive director;
• the internal auditor reporting directly to the audit committee.

Adoption is optional, and the extent to which the entity has adopted them is disclosed — which turns a voluntary item into a comparative one. Proxy advisers and index providers read this section; the disclosure is the point of it.

Key takeaways

• 21 days after each quarter, in SEBI's format.
• Signed by the compliance officer or CEO — personal accountability.
• Requirement by requirement, not an overall statement of compliance.
• State non-compliances and the reason. A silent report is not a clean one.
• The quarterly and annual reports must reconcile.
• The meeting dates you file are the evidence on the 120-day and 210-day gaps.
• Discretionary items are optional to adopt but not optional to disclose.

Read next

• Regulation 17: Board of Directors of a Listed Entity
• Regulation 34: The Annual Report and BRSR
• Regulation 24A: Secretarial Audit and the Annual Compliance Report
• Corporate Governance Under SEBI LODR

Disclaimer: Positions stated as on 5 September 2026. Verify the current text of the Listing Regulations and the prescribed formats on sebi.gov.in before relying on any of this.