What Is a Reconciliation of Share Capital Audit Report?
A reconciliation of share capital audit report is a quarterly report that every listed issuer files with its stock exchanges, in which an outside professional checks that three numbers agree: the total issued capital, the listed capital, and the capital the depositories say is held in dematerialised form. It is the filing that proves a company's share count is real, and it has been running quarterly since the quarter ended 30 September 2003.
Definition
A reconciliation of share capital audit report
is a quarterly report filed with the stock exchanges under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, reconciling an issuer's total issued capital, listed capital and capital held in dematerialised form, plus changes in share capital during the quarter. Source: SEBI.
What does the report actually reconcile?
Three capital figures that ought to be identical and occasionally are not:
- Total issued capital: what the company has issued, per its own records.
- Listed capital: what the exchanges have admitted to listing.
- Capital held in dematerialised form: what NSDL and CDSL between them are holding.
The report also carries the details of changes in share capital during the quarter, and the in-principle approval the issuer obtained from every exchange where it is listed in respect of that further issued capital.
21 days
The period within which securities must be dematerialised from the issuer's receipt of the request; where they were not, the audit report must disclose the reasons for the delay
Source: SEBI (Depositories and Participants) Regulations, 2018, Regulation 76(2)
Why a filings reader should care about a compliance certificate
Every ownership percentage you read anywhere rests on a denominator. A shareholding pattern reports promoter, foreign portfolio investor and mutual fund holdings as percentages of total shares. If issued capital and listed capital have drifted apart because a preferential allotment was made but listing approval lagged, the percentage in one document is computed on a different base from the percentage in another.
The reconciliation report is where that drift is supposed to surface, quarter by quarter, signed by someone outside the company.
Who signs it, and what the signature covers
Regulation 76(1) allows a qualified Chartered Accountant, a practising Company Secretary or a practising Cost Accountant. The Cost Accountant option was added by amendment to the original text.
The signature covers three things: the reconciliation itself, the updated status of the register of members, and a confirmation on dematerialisation turnaround. That last one is the most concrete piece of investor service data in the report, because a company that routinely misses the 21 day demat window has to say so and say why.
What happens between quarters
Nothing waits for the next report. Regulation 76(3) requires the issuer to immediately notify both the depositories and the stock exchanges of any difference it observes between issued, listed and dematerialised capital. So a discrepancy that appears in a quarterly report should already have been flagged when it was found, and a first appearance in the quarterly report without a prior intimation is itself a fact about the issuer.
Where it sits among the other periodic filings
| Filing | Governing provision | Frequency |
|---|---|---|
| Reconciliation of share capital audit | D&P Regulations, 2018, Reg 76 | Quarterly |
| Shareholding pattern | LODR Reg 31 | Quarterly |
| Compliance report on corporate governance | LODR Reg 27(2)(a) | Quarterly |
| Secretarial compliance report | LODR Reg 24A(2) | Annual |
The shareholding pattern tells you how ownership is split. The reconciliation report tells you whether the total everyone is dividing by holds up. Flock reports the filings themselves, dated and linked to source. Not investment advice.
Frequently asked questions
What is a reconciliation of share capital audit report?
A quarterly audit report every issuer submits to its stock exchanges reconciling total issued capital, listed capital and capital held by the depositories in dematerialised form, along with changes in share capital during the quarter. Source: SEBI (Depositories and Participants) Regulations, 2018, Regulation 76(1).
Who can sign a reconciliation of share capital audit report?
A qualified Chartered Accountant, a practising Company Secretary or a practising Cost Accountant. The Cost Accountant option was added by amendment to Regulation 76(1) of the SEBI (Depositories and Participants) Regulations, 2018. Source: SEBI.
What happens if issued, listed and demat capital do not match?
The issuer must immediately bring any difference it observes between issued capital, listed capital and capital held in dematerialised form to the notice of the depositories and the stock exchanges. The duty is immediate and does not wait for the next quarterly report. Source: SEBI (Depositories and Participants) Regulations, 2018, Regulation 76(3).
Does the report cover demat request delays?
Yes. The report must give the updated status of the register of members and confirm that securities were dematerialised within 21 days of the issuer receiving the request. Where that did not happen, the report must disclose the reasons for the delay. Source: SEBI (Depositories and Participants) Regulations, 2018, Regulation 76(2).
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.