SEBI (LODR) Regulation 2015

• REGULATION 5:
- KMP, directors, promoters or any other person shall comply with responsibilities and obligations
• REGULATION 6:
1. Listed entities shall appoint  Company secretary as a compliance officer
2. Compliance officer  responsible for
- Compliance with regulatory provisions
- Co-ordination and reporting to  SEBI, SE, Depository
- Correct and comprehensive procedure to be followed
- Monitoring grievance redressal
THIS PROVISION IS NOT APPLICABLE TO MF UNITS BUT SHALL BE GOVERNED BY SEBI (MF) REGULATION 1996
• Regulation 7 :
- Listed entity either appoint STA or manage it in house
- If manage in house then, if no SH exceed 1,00,000 , entity shall reg with SEBI as Category II STA. OR Appoint
“registrar to an issue and STA”
- Submit compliance certificate  within one month of end of each half FY  signed by 1)Compliance office 2)
Representative of STA
- In case of Change or new appointment of STA enter in tripartite agreement between
1) Existing STA 2) New STA 3) Listed entity
- New appointment of STA shall be intimated to SE within 7 days from the date of Agree.
- Above agreement shall be placed before board in the next meeting
THESE REGULATION ARE NOT APPLICABLE TO MF UNITS
REGULATION 8 :
- Entity shall co-operate and submit correct and adequate information to all intermediaries within timeline
REGULATION 9 :
- Listed entity shall have policy for preservation of documents
- Which should be approved by the directors
- Classify them in 2 category
1. Permanent
2. Not less than 8 years
Above documents can be kept in electronic form
REGULATION 11:
- Any scheme of arrangement , amalgamation, merger, reconstruction or reduction of capital presented to court
shall not violate any provision of security law
REGULATION 13:
- For redressal of investors complaints , entity shall be registered with SCORES platform
- Entity shall file with SE on quarterly basis, within 21 days of end of quarter details of grievances settled and
pending
 CHAPTER IV
OBLIGATIONS OF LISTED ENTITIES WHICH HAS LISTED SPECIFIED
SECURITIES
• Regulation 15 :
- Applicable to entities listed specified securities on Main board, SME exchange, Institutional trading platform
- Compliance with CG provisions mentioned in 17,18,19,20,21,22,23,24,25,26,27 And clause b to i of regulation
of 2 of 46 and para c,d,e of Schedule V shall not apply to
a) Entity having PC less than Rs. 10 cr & Net worth less than Rs.25 cr as on the last day of the previous year
b) If listed on SME exchange
• Regulation 16 :
- Independent Director: NE director other than Nominee director who
i. In the opinion of board  person of integrity, have relevant expertise and experience
ii. Not promoter of Listed company, its holding, subsidiary or associate company
iii. Not related to promoter or director of Listed company, its holding, subsidiary or associate company
iv. Apart from receiving director remuneration , do not have material pecuniary relation with Listed company, its
holding, subsidiary or associate company or its directors or promoters during immediately 2 preceding years.
v. None of his relative has or had any have material pecuniary relation or transaction amounting 2% or more of
its gross turn over or total income or Rs. 50 lakh or such amount (which ever is lower) with Listed company,
its holding, subsidiary or associate company or its directors or promoters during immediately 2 preceding
years.
vi. Neither himself nor his relatives-

a. Hold or has held position of KMP or employee of Listed company, its holding, subsidiary or associate company in
any 3 FY immediately preceding FY

b. Is or has been employee, partner or proprietor in any 3 FY immediately preceding FY

of

1. Firm of auditor or CS or CWA of Listed company, its holding, subsidiary or associate company

2. Firm of Legal or consulting which had transaction amounting to 10% or more of gross turnover with Listed
company, its holding, subsidiary or associate company

c. Hold with relatives 2% or more of total voting power

d. Is CEO or director of any NGO or NPO which receive 25% or more of its corpus from Listed company, its holding,
subsidiary or associate company or that hold 2% or more of total voting power

e. Material supplier, service provider, customer or lessor or lessee

vii. Not less than 21 years old

C. Material Subsidiary : whose income or Net worth exceed 20% of conso income or net worth of Listed company &
its subsidiary
• Regulation 17:
1. BOARD OF DIRECTORS OF LISTED COMPANIES:

a. Optimum combination of Executive and non executive, at least one woman director, non less than 50% NE
directors

b. If Chairperson NE, 1/3rd of board should be ID, If entity do not have regular NE then 50% of ID.

If regular NE Chairman is a promoter or related to promoter or occupy board level position or one level below
board then 50% of ID.

2. Meetings: 4 times a year, max gap 120 days

6. a) Remuneration: Board will recommend all fees and compensation for NE & ID, require approval of S.H.

b) Payment of Seating Fees to NE: No O.R. of S.H. required if made within limit without approval of CG

c) ESOP: O.R. of S.H. should specify max limit of number in FY or in Aggregate

d) ID not entitle to ESOP

7. Min info to be placed before board: Schedule II of part A

8. CEO and CFO should provide Compliance Certificate to Board as per Schedule II of part B

10. Performance evaluation of ID : by entire board except those whose evaluation is done.

• Regulation 18: Audit Committee

1. It should be qualified and independent

a. Min 3 directors

b. 2/3rd shall be I.D.

c. All members: Financially literate, At least one Accounting related expertise

d. Chairperson of A.C. : Should be ID and present at AGM to answer S.H.

e. CS is secretary of A.C.

f. At the discretion of A.C. shall invite : Finance head or Head of I.A. or Statutory auditor

2. Conduct of Meeting:

a. 4 meetings in a year and Max gap of 120 days between 2 meetings

b. Quorum : 2 members or 1/3rd of total members, 2 should be I.D.

3. Role of A.C. and information to be review given in Part C of Schedule II

• Regulation 19: NRC

1. Board Will constitute NRC

a. At least 3 directors

b. All NE

c. Min 50% of I.D.

2. Chairperson of NRC shall be I.D.

3. Chairperson of NRC shall present at AGM

4. Role of NRC : Schedule II part D

• Regulation 20 : SRC

1. To look into redressal grievances of S.H.

2. Chairperson shall be NE

3. Board will decide about other members

4. Role of SRC : Schedule II part D

• Regulation 21:

1. Board will constitute Risk Management Committee

2. Members: Majority will be board

3. Chairperson shall be member of board and senior executives shall be members of committee

4. Board will define role and responsibility of RMC

5. Applicable to only top 100 companies

• Regulation 23: RPT

Material Transaction: individually or taken together in aggregate exceed 10% of annual consolidated turnover as per
latest audited B/S

2. Prior approval of A.C. is mandatory

3. Omnibus Approval: Based on following conditions

a. A.C will lay down criteria for Omnibus Approval

b. A.C will satisfy itself about need of O.A.

c. O.A. shall specify

- Name of R.P, nature of transaction, period, max amount

- Indicative base price, current contracted price, formula for variation

- Such other Cond

- In case of uncertainty A.C. can grant approval of value not exceed Rs. 1 cr/ transaction

d. Review by A.C.: quarterly

e. Period of O.A. : not exceeding 1 year

4. All Material R.P. T require approval of S.H

5. Provisions of regulation2,3,4 not applicable to

- Between 2 govt comp

- Holding and WOS

6. Provisions are applicable to all prospective provisions

• Regulation 24: CG for subsidiary of Listed entity

1. At least 1 ID of listed entity shall be director of unlisted material subsidiary

2. A.C. of listed comp will review F.S. of unlisted comp( investment made by Unlisted comp)

3. Minutes of board meeting of unlisted company  place before board meeting of listed company

4. Significant transactions of the unlisted company shall be place before listed company periodically

(Significant transactions: any individual transaction exceed or 10% of revenue or total expenses or total asset or
total liability of the unlisted company)

5. To dispose of shares to less than 50% or ceases the control over company S.R. in GM is mandatory

• Regulation 25: I.D.

1. Person can be I.D. max 7 Listed companies, if a person is WTD in any listed company the max 3 company

2. Max tenure: as per Companies Act 2013

3. Meeting: 1 in a year, Presence: only I.D. and management members

4. I.D will : review performance of Board and non ID directors, chairperson of the company, quality quantity and
timeliness of flow of information

5. Vacancy: shall be filled by board within 3 months or next B.M. whichever is earlier
• Regulation 26: Obligation of Directors and Senior Management

1. Membership of directors in committees: max 10 including listed and unlisted public company (for this,
membership of A.C and S.R.C will only be considered)

• Regulation 27: Other CG requirement

2. a) Compliance report on CG : quarterly report by listed entity within 15 days of end of quarter

• Regulation 28: In principle approval of RSE

1. Who take : Listed entity, Who give : RSE when: before issuing securities, in following manner

a. If securities are listed on RSE having nation wide terminals: from all

b. If securities are not listed on RSE having nation wide terminals: from all RSE where it is listed

c. If securities are listed on RSE having nation wide terminals as well as not having nation wide terminals: from all

When In principle approval is not required: if NOC under regulation 37 is obtained

• Regulation 29: Prior Intimations

1. Prior intimations by LE to SE about: BM dealing with

a. Financial results : quarter, half year, annual

b. Buyback

c. Delisting

d. Fund raising by issue of securities

As well as AGM, EOGM or postal ballot for above purpose

e. Dividend related

f. Bonus issue (unless not part of agenda of meeting)

2. Intimation under Sub regulation (1): at least 2 working days in advance excluding date of intimation and meeting
intimation of Financial report : 5 days in advance
3. Intimation 11 days in advance :
a. Alteration in the nature of securities listed
b. Alteration in dates related with Debts
• Regulation 30: Disclosure of events or information
1. Disclosure of events or information which are material
2. Which are Material Events?  Events specified in Schedule III (para A of Part A) (Mandatory Disclosures)
3. Disclosure of Events specified in Schedule III (para B of Part A)  based on application of guidelines for
materiality, specified in Sub-regulation(4)
4. (i) Criteria for determination of Materiality
a) Omission of Events or information  may result into discontinuity or alteration of events or info already available
b) Omission of Events or information  may result into significant market reaction if come to light at later date
c) If board of listed company considered it material
(ii) Listed entity shall form policy  for determination of materiality approved by board and disclosed on website
5. Who will determine materiality of Events KMP authorized by BOD KMP will disclose the events to SEBI and SE
6. Time to disclose Material events to SE
- Part A Schedule III : within 24 hours
- Sub para A Para A Part A of Schedule III: within 30 minutes
8. Disclosure of info on Website: All information which disclosed to SE, will be displayed on Website for 5 Years and
later on as per Archival policy of the listed company
• Regulation 31: HOLDING OF SPECIFIED SECURITIES AND SHAREHOLDING PATTERN
1. Listed entity will submit shareholding pattern to SE
• Separately for each class
• Format specified by SEBI
a) One day prior of listing
b) On quarterly basis, within 21 days from the closure of quarter
c) Within 10 days of capital restructuring
For share listed on SE of SME Half yearly within 21 days from the closure of half year
2. 100% of holdings of Promoters and promoter group shall be in dematerialized form and shall continuously
maintained
• Regulation 31(A) : HOLDING OF SPECIFIED SECURITIES AND SHAREHOLDING PATTERN
1. All entity fall under promoter and promoter group shall disclosed their share holding separately on website of SE
in format mentioned by SEBI
4. In case of Transmission/ Inheritance/ Succession: Inheritor will classify as Promoter (and not others)
5. New promoter replace previous promoter reclassification shall be allowed subjected to SH approval and compliance
with following conditions
- Such promoter + P.G+ PAC shall not hold more than 10% of Paid up equity cap
- Such promoter will not have any special power
- Such Promoter + relative of promoter shall act as KMP max 3 years (SH approval is mandatory)
6. Entity becomes professionally managed don’t have identifiable promoter then existing promoter will be
reclassify as public shareholders( SH resolution is necessary)
What is professionally managed entity:
- No Person or group + PAC hold more than 1% of shareholding (including warrants and receipts)
- If Such Promoter seek relassification and relative of promoter shall act as KMP max 3 years (SH approval is
mandatory)
7. Reclassification of Promoter as public share holders
a) Such promoter shall not directly or indirectly exercise control over entity
b) Increase in public shareholding will not be counted towards achieving public shareholding
c) It is material event and shall be disclosed to SE
8. Public Shareholding Promoter : Make open offer
• Regulation 32 : STATEMENT OF DAVIATION OR VARIATION
1. Submit following statement on Quarterly Basis

a) Deviation in the use of proceeds from the object to the notice of General Meeting

b) Category wise deviation form projected object to the notice of General Meeting

2. Above statement should be mentioned till the proceeds are used for specified purpose

3. Explanation to above shall be given in Directors Report

4. LE Shall prepare Account Statement  Fund utilized other than mentioned in Offer documents certified by
Statutory auditor place before Audit Committee

5. If LE appoint monitoring agency LE shall submit to SE comments of monitoring agency and place report of such
agency on annually basis to Audit committee upon receipt

• Regulation 33 : FINANCIAL RESULTS

1. While preparing F.S. following conditions must comply:

a) On the basis of Accrual Accounting Policy and uniform accounting practices

b) Quarterly and Year to date shall be prepared with recognition and measurement principle (As per AS 25) or Ind
AS 31 (AS 25 / Ind AS 34  Interim Financial Reporting)

c) S.A.F.R and C.F.R shall be prepared as per GAAP, listed entity may submit financial reporting as per IFRS

d) Limited review or audit report submitted to SE on quarterly or annual basis only by  auditor subjected to peer
review and hold valid certificate issued by peer review board

e) LE shall make disclosure as specified in Part A of Schedule IV

2. Approval and Authentication of FR in the following manner

a) Quarterly F.R.  By Board (before placing it to the board CEO & CFO certify that FR do not contain any
misstatement or do not omit any fact or misleading statement)
b) FR shall be signed by  Chairperson or MD or WTD or in the absence them any of the director authorized by
board

c) Limited review report shall be placed before BM before submitting to SE

3. LE shall submit FR in following format:

a) Quarterly and year to date stand alone FS to SE  within 45 days from end of quarter except last quarter

b) If LE has Subsidiary Clause (a) + LE may submit Quarterly/ Year to date consolidated FR subject to following:

- LE shall intimate SE in the first quarter  It opt to submit Additional Quarter/ Year to Date Conso FS such
option shall not be changed during the year.

- In case LE changes its option I subsequent year It shall furnish comparable figures for the previous year

c) Quarterly/ Year to date Conso may be audited or unaudited subjected to Following

- If LE opt for Unaudited FR  It will be subjected to Limited Review by statutory auditor of the company (In
case of Public Sector undertaking by practicing CA)

- If LE opt to submit Audited FR then FR should be accompanied by Audit report

d) Submission of Annual FR  Audited standalone  within 60 days of end of FY + A.R. + Statement of impact of
Audit Qualification (Applicable only for A.R. with modified opinion)

If LE has subsidiary Audited standalone + Audited consolidated FR + Statement of impact of Audit Qualification
(Applicable only for A.R. with modified opinion)

A.R. with unmodified opinion LE will submit declaration to that effect

e) F.R. for last quarter + FR for entire FY + note (figures of last quarter are balancing figures between 1. FR for Full
FY & 2. published year to date figures up to third quarter of current FY

f) Half year end submission  S.A.F.R. or C.F.R. + statement of Asset & liability
• Regulation 34 : ANNUAL REPORT

1. LE will submit A.R  to SE  within 21 days  of its being approved in AGM

2. A.R. will include:
- A.F.S. (Standalone or consolidated)
- Cash flow Statement (Only under indirect method) AS-3 or Ind AS 7
- Director Report
- Management discussion and Analysis Report
- For top 500 LE : Business responsibility Report is mandatory and for the rest voluntary

• Regulation 36 : DOCUMENTS AND INFORMATION TO SHARE HOLDERS

1. Soft copy of Annual report (those who have email registered)

2. Hard Copy of salient feature of all the documents (Those who have not registered email)
3. Hard copy of A.R to those who demand it
4. A.R. should be send 21 days before AGM

• Regulation 37 : DRAFT SCHEME OF ARRANGEMENT & SCHEME OF ARRANGEMENT

1. File DRAFT SCHEME OF ARRANGEMENT & SCHEME OF ARRANGEMENT with SE for No objection or for
observation letter before filling it to the court or tribunal.
3. LE will place observation letter or NOC of SE before court or Tribunal for seeking approval( Validity of NOC or
observation letter will be 6 months from the date of issuance)
5. Scheme will approve by court or tribunal  company will submit approved scheme to SE

• Regulation 38 : MINIMUM PUBLIC SHARE

1. This provision is not applicable to scripts which are listed on Institutional trading platform without making public
issue
• REGULATION 40: TRANSFER OR TRANSMISSION OF SECURITIES:

3. On receipts of proper documentations company shall intimate reply (either positive or negative) within 15 days

Transmission of shares in dematerialized form  7 days

Transmission of shares in physical form  21 days

4 & 5. Circumstances when LE will not register transfer:

- Statutory prohibition

- prohibitory order of competent authority

- transferor object transfer (Transferor submit prohibitory order of competent authority within 60 working days)

6. LE cannot prohibit transfer  even if transforer is indebted to LE (either alone or jointly)

7. LE shall comply with Schedule VII

8. If LE could not transfer or communicate reason of not transfer within 15 days LE will provide compensation for
opportunity cost

9. In case of in-house STA: produce certificate from PCS within 30 days of end of half year related with compliance of
share transfer or transmission.

• REGULATION 41: OTHER RELATED PROVISIONS:

1. Lien on shares by LE Not on fully paid up shares

In case of partly paid up  only on part of which money is called or payable at fixed time

2. Call on shares paid in advance  will carry interest but not dividend or participate in profit

3. For redemption pro-rata or by lot, otherwise provided

• REGULATION 42: RECORD DATE OR DATE OF CLOSURE OF TRANSFER BOOK
1. LE will intimate Record date to all SE for following purpose
- Declaration of Dividend
- Issue of right or bonus share
- Issue of share for conversion of debenture or any other convertible security
- Corporate actions like Merger, de-merger, splits and bonus shares
- Such other purpose as may be specified
2. Give notice in advance of at least 7 working days (excluding date of intimation and record date)
3. LE shall recommend or declare dividend or bonus at least 5 working days before the record date fixed for the
purpose
4. LE shall ensure time gap of 30 days between 2 record dates

• REGULATION 43A: DIVIDEND DISTRIBUTION POLICY

1. Top 500 LE (based on capitalization) shall formulate DDP which shall be disclosed in Annual report and websites
2. DDP shall include following parameters
- Circumstances when dividend cannot be issued
- Financial parameters to declare dividend
- Internal and external factors
- Policy to utilize retained earning
- Policies for various classes of shares
3. LE other than top 500 LE voluntary

• REGULATION 44: VOTING BY SHAREHOLDERS

1. LE shall provide facility of remote e-voting
3. LE will provide SE within 48 hours of conclusion of GM  details of voting results format specified SEBI

• REGULATION 45: CHANGE IN NAME OF LE

1. LE can change name provided
- 1 year has elapsed since last name change
- 50% of total revenue in the preceding one year  accounted for by new activity suggested by new name
- Amount invested in new activity is at least 50% of the asset of the LE
• REGULATION 46: WEBSITE
1. LE shall maintain functional website
3. a. Content shall be correct and true and update it 2 days if there is any

• REGULATION 47: ADVERTISEMENT IN NEWS PAPER

1. LE shall publish following info
- Notice of meetings where FR shall be discussed
- FR
- If company has submitted both S.A.F.S. & C.F.S then  publish C.F.S with Turnover, PBT,PAT of S.A.F.S as
footnote
- Statement of deviation
- Notice given to share holders by advertisement
Provisions not applicable to SME
 CHAPTER V
OBLIGATIONS OF LISTED ENTITIES WHICH HAS LISTED NCDS or NCPS or
BOTH
• REGULATION 49: APPLICABILITY

1. To LE and Perpetual debt instruments and perpetual non cumulative preference shares listed by banks

• REGULATION 50: INTIMATION TO SE

1. Interest on debenture or bonds and redemption amount of redeemable shares or debenture or bonds : intimation
to SE before 11 days before the date its payable
2. Intention to raise fund through NCDS or NCPS: before the board meeting where the issue going to consider
3. Intention to SE about BM where recommendation or issue of NCDS or NCPS: 2 working days in advance

• REGULATION 51: Disclosure of PSI

1. Shall make disclosure as per Part B of Schedule III

• REGULATION 52: Financial Results

1. Half year submissions to SE: Unaudited or audited (format as per SEBI) within 45 days from the end of half
year
2. While Half year submissions comply with following :
a) Un A F R  accompanied by Limited review report
For companies LRR by companies statutory auditor
For PSU  Practicing CA
If LE intimate SE in advance  it will submit AFR within 60 days from the end of FY  then no need of Half year
submissions
7. LE shall submit to SE Along with half yearly statement  A statement of material deviation in use of proceeds
of NCDS or NCRPS
8. LE shall within 2 calendar days of the conclusion of BM publish FS in News Paper
• REGULATION 54: ASSET COVER
1. In respect of NCDS  maintain 100% asset cover
2. Shall disclose in Quarterly, half yearly and annual FS  extend and nature of security created and maintained
3. Not applicable to unsecured debt securities issued by entities regulated financial sector eligible for meeting
capital requirement
• REGULATION 56: DOCUMENTS AND INTIMATIONS TO DEBENTURE TRUSTEE
1. LE shall forward foll. doc to Debenture trustee
- Copy of A.R. + copy of certificate from LE’s auditor in respect utilization of fund during the period. If debt. Or P.S
issued for W.C. purpose or for General corpo purpose + Capital raising purpose  certificate from LE’s auditor in
respect utilization of fund during the period may be submitted at the end of the every F. year till the funds are
completely utilized.
- Copy of all notices, resolution, circulars related with-
New issue of NCDS
Meeting of holders of NCDS
Any revision in rating
Default in timely payment
Failure to create charge
Submission Half yearly certificate regarding maintenance of 100% asset cover
Submission Half yearly certificate not applicable to banks and NBFC registered with bank
• REGULATION 57: OTHER SUBMISSION TO SE
1. LE shall submit certificate to SE within 2 days of interest or principle or both becoming due that it has made
timely payments
2. LE shall provide undertaking on annual basis about submission of all documents to debenture trustee
• REGULATION 60: RECORD DATE
1. Intimation To SE about record date : 7 days in advance
2. Format of disclosure as per part B of Schedule IV
 CHAPTER VII
OBLIGATIONS OF LISTED ENTITIES WHICH HAS LISTED IDR

• REGULATION 67: GENERAL OBLIGATIONS OF LISTED ENTITIES

1. Communication shall be in English
2. LE shall comply with regulation of country of origin
• REGULATION 68: DISCLOSURE OF MATERIAL EVENTS OR INFORMATION
1. In format specified in part C of schedule III
• REGULATION 69: IDR HOLDING PATTERN AND SHAREHOLDING PATTERN
1. File holding pattern on quarterly basis within 15 days of end of the quarter
• REGULATION 70: IDR HOLDING PATTERN AND SHAREHOLDING PATTERN
1. Format as per Part B of Schedule IV
• REGULATION 71: ANNUAL RETURN
1. Format as per Part B of Schedule IV