SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) is the primary regulation governing the ongoing compliance obligations of companies whose securities are listed on Indian stock exchanges. It consolidates the earlier equity listing agreements, debt listing agreements, and disclosure norms into one comprehensive framework.
Scope of LODR
Applies to every entity whose securities are listed on recognized stock exchanges. Different sets of obligations apply to:
- Entities with listed equity shares
- Entities with listed debt securities (NCDs, debentures)
- Entities with listed preference shares/Indian Depository Receipts
- TOP 1,000 listed companies (by market cap): enhanced obligations — Secretarial audit, BRSR (Business Responsibility and Sustainability Report), increased independent director ratio
Board Composition (Regulation 17)
| Requirement | Condition |
|---|---|
| Independent Directors | At least 1/3 of Board; at least 50% if chairperson is executive or promoter |
| Woman Director | At least 1 independent woman director (top 500 companies: minimum 1 independent) |
| Maximum directorship per person | 7 listed companies; 3 listed companies if also a whole-time director |
| Board size | Minimum 6 directors for top 1,000 companies |
Mandatory Committees (Regulation 18-22)
- Audit Committee: Min 3 directors; majority independent; at least 1 with financial expertise; chairman independent. Reviews financials, IFC, auditor reports, RPTs
- Nomination and Remuneration Committee (NRC): Min 3 directors; majority independent; recommends director appointments, remuneration policy
- Stakeholder Relationship Committee (SRC): Min 3 directors; addresses grievances of security holders
- Risk Management Committee (top 1,000): Minimum 2/3 members are board directors; at least 1 independent director
- CSR Committee: (if Section 135 CSR applies) — min 3 directors; 1 independent
Continuous Disclosure Obligations
Regulation 30 — Material Events (24-Hour Disclosure)
- Significant changes in business operations
- Outcomes of board meetings (dividend, mergers, rights issue, bonus)
- Change in KMPs, directors, audit committee
- Settlement of material legal disputes
- Credit rating change or default in financial obligations
- Fraud, regulatory action, detention of director
Regulation 33 — Financial Results
- Quarterly unaudited financial results: within 45 days of quarter end (Q1/Q2/Q3)
- Annual audited results: within 60 days of financial year end
- Limited review by auditor for quarterly; audit certificate for annual
- Results filed with stock exchange and published on company website simultaneously
Related Party Transactions (Regulation 23)
- All RPTs with any related party must have prior Audit Committee approval
- Material RPTs (threshold: higher of Rs.1,000 crore or 10% of consolidated annual turnover): require shareholder ordinary resolution
- From 1 April 2022: Omnibus approval by Audit Committee for repetitive RPTs (annual max limit, type of transaction specified)
- No related party can vote on resolution for their own RPT
- Half-yearly disclosure of RPTs filed with stock exchange
Annual Corporate Governance Report
- Section on corporate governance in Annual Report
- Director attendance at board/committee meetings
- Remuneration of directors (individual)
- Audit Committee report, compliance certificate by CS
- Business Responsibility and Sustainability Report (BRSR) — top 1,000 companies
- Certificate from MD + CFO (accuracy of financials, IFC adequacy)
Need Expert Help?
Our CA and legal experts at TaxClue are ready to assist you with compliance, filings, and advisory.
Get Free Consultation