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PAGE
Foreword I-5
About the Author I-11
Acknowledgement I-13
Endorsements & Expert Reviews I-17 Who Will Benefit I-19
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Arrangement of Regulations
REG. PAGE
CHAPTER I PRELIMINARY
1. Short title and commencement 1
2. Definitions 2
3. Applicability of the regulations 58 CHAPTER II
PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS OF LISTED ENTITY
4. Principles governing disclosures and obligations 68 CHAPTER III
COMMON OBLIGATIONS OF LISTED ENTITIES
5. General obligation of compliance 159
6. Compliance Officer and his/her Obligations 161
7. Share Transfer Agent
8. Co-operation with intermediaries registered with the Board
9. Preservation of documents
10. Filing of information
11. Scheme of Arrangement
12. Payment of dividend or interest or redemption or repayment
13. Grievance Redressal Mechanism
14. Fees and other charges to be paid to the recognized stock exchange(s) 221
CHAPTER IV
OBLIGATIONS OF A LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES AND NON-CONVERTIBLE DEBT SECURITIES
15. Applicability
17A.
19. Nomination and remuneration committee
20. Stakeholders Relationship Committee
21. Risk Management Committee
22. Vigil mechanism
23. Related party transactions
24. Corporate governance requirements with respect to subsidiary of listed entity 536
24A. Secretarial Audit and Secretarial Compliance Report 554
25. Obligations with respect to independent directors 570
26. Obligations with respect to employees including senior management, key managerial personnel, directors and promoters 597
26A. Vacancies in respect of certain Key Managerial Personnel 611
27. Other corporate governance requirements 623
REG.
28. In-principle approval of recognized stock exchange(s) 628
29. Prior Intimations 634
30. Disclosure of events or information 641
30A. Disclosure requirements for certain types of agreements binding listed entities 796
31. Holding of specified securities and shareholding pattern 803
31A. Conditions for reclassification of any person as promoter/ public 810
31B. Special rights to shareholders 842
32. Statement of deviation(s) or variation(s) 848
33. Financial results 859
34. Annual Report 880
35. Annual Information Memorandum 891
36. Documents & Information to shareholders 893
37. Draft Scheme of Arrangement & Scheme of Arrangement 906
37A. Sale, lease or disposal of an undertaking outside Scheme of Arrangement 916
38. Minimum Public Shareholding 923
39. Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities 928
40. Transfer or transmission or transposition of securities 935
41. Other provisions relating to securities 952
41A. Other provisions relating to outstanding SR equity shares 959
42. Record Date or Date of closure of transfer books 970
43. Dividends 978
43A. Dividend Distribution Policy 982
44. Meetings of shareholders and voting 990
45. Change in name of the listed entity 996
46. Website 1003
47. Advertisements in Newspapers 1019
48. Accounting Standards 1025
CHAPTER V
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NON-CONVERTIBLE SECURITIES
49. Applicability 1029
50. Intimation to stock exchange(s) 1035
51. Disclosure of information having bearing on performance/ operation of listed entity and/or price sensitive information 1042
52. Financial Results 1057
53. Annual Report 1081
54. Security Cover 1088
55. Credit Rating 1094
56. Documents and Intimation to Debenture Trustees 1099
57. Intimation to stock exchanges 1110
58. Documents and information to holders of non-convertible securities 1114
59. Structure of non-convertible debt securities and non-convertible redeemable preference shares 1121
59A. Draft Scheme of Arrangement and Scheme of Arrangement 1127
60. Record Date 1135
61. Terms of non-convertible debt securities and non-convertible redeemable preference shares 1140
61A. Dealing with unclaimed non-convertible securities and benefits accrued thereon 1145
62. Website 1150
62A. Listing of subsequent issuances of non-convertible debt securities 1161
CHAPTER VA
CORPORATE GOVERNANCE NORMS FOR A LISTED ENTITY WHICH HAS LISTED ITS NON-CONVERTIBLE DEBT SECURITIES
62B. Definitions 1170
62C. Applicability 1172
62D. Board of Directors 1180
62E. Maximum Number of Directorships 1211
I-25 CONTENTS
REG.
62F. Audit Committee 1216
62G. Nomination and Remuneration Committee 1222
62H. Stakeholders Relationship Committee 1227
62-I. Risk Management Committee 1231
62J. Vigil Mechanism 1237
62K. Related Party Transactions 1241
62L. Corporate governance requirements with respect to unlisted material subsidiary of HVDLE 1264
62M. Secretarial Audit and Secretarial Compliance Report 1270
62N. Obligations with respect to independent directors 1274
62-O. Obligations with respect to employees including senior management, key managerial personnel, directors and promoters 1289
62P. Vacancies in respect of certain Key Managerial Personnel 1297
62Q. Other corporate governance requirements 1302
CHAPTER VI
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES AND EITHER NON-CONVERTIBLE DEBT SECURITIES OR NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES OR BOTH
63. Applicability of Chapters IV and V 1308
64. Delisting 1314
CHAPTER VIA
FRAMEWORK FOR VOLUNTARY DELISTING OF NON-CONVERTIBLE DEBT SECURITIES OR NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES AND OBLIGATIONS OF THE LISTED ENTITY ON SUCH DELISTING
64A. Applicability 1319*
64B. In-principle approval of the stock exchanges 1326*
64C. Obligations of the listed entity 1333*
64D. Notice of delisting 1343*
64E. Approval from the holders and No-Objection Letter from the Debenture Trustee 1348*
64F. Failure of delisting proposal 1352*
64G. Final application to the stock exchange 1357*
* See Volume 2.
CONTENTS
64H. Delisting from some of the stock exchanges 1361*
64-I Monitoring of compliance by the stock exchanges 1367*
CHAPTER VII
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS INDIAN DEPOSITORY RECEIPTS
65. Applicability 1372*
66. Definitions 1376*
67. General Obligations of listed entity 1381*
68. Disclosure of material events or information 1386*
69. Indian Depository Receipt holding pattern & Shareholding details 1398*
70. Periodical Financial Results 1404*
71. Annual Report 1411*
72. Corporate Governance 1418*
73. Documents and Information to IDR Holder 1422*
74. Equitable Treatment to IDR Holders 1426*
75. Advertisements in Newspapers 1433*
76. Terms of Indian Depository Receipts 1437*
77. Structure of Indian Depository Receipts 1441*
78. Record Date 1445*
79. Voting 1449*
80. Delisting of Indian Depository Receipt 1453*
CHAPTER VIII
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITISED DEBT INSTRUMENTS
81. Applicability 1458*
82. Intimation and filings with stock exchange(s) 1476*
83. Disclosure of information having bearing on performance/ operation of listed entity and/or price sensitive information 1483*
84. Credit Rating 1492*
85. Information to Investors 1495*
86. Terms of Securitized Debt Instruments 1499*
* See Volume 2.
I-27
CONTENTS
REG. PAGE
87. Record Date 1506*
CHAPTER VIIIA
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITY RECEIPTS
87A. Applicability 1510*
87B. Intimations and Disclosure of events or information to Stock Exchanges 1520*
87C. Valuation, Rating and NAV disclosure 1544*
87D. Terms of Security Receipts 1549*
87E. Record Date 1552*
CHAPTER IX
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS MUTUAL FUND UNITS
88. Applicability 1556*
89. Definitions 1559*
90. Submission of Documents 1566*
91. Dissemination on the website of stock exchange(s) 1571*
CHAPTER IX-A
OBLIGATIONS OF SOCIAL ENTERPRISES
91A. Applicability 1576*
91B. Disclosures by a For Profit Social Enterprise 1581*
91C. Disclosures by a Not for Profit Organization 1586*
91D. Intimations and disclosures by Social Enterprise of events or information to Social Stock Exchange(s) or Stock Exchange(s) 1591*
91E. Disclosures by a Social Enterprise in respect of social impact 1601*
91F. Statement of utilisation of funds 1607*
* See Volume 2.
CONTENTS
CHAPTER X
DUTIES AND OBLIGATIONS OF THE RECOGNISED STOCK EXCHANGE(S)
92. Dissemination 1613*
93. Transferability 1617*
94. Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their specified securities 1622*
94A. Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their non-convertible debt securities or non-convertible redeemable preference shares 1630*
95. Statement on Impact of Audit Qualifications accompanying Annual Audit Report 1638*
96. Grievance Redressal 1643*
97. Monitoring of Compliance/Non-Compliance & Adequacy/ Accuracy of the disclosures 1647*
CHAPTER XI
PROCEDURE FOR ACTION IN CASE OF DEFAULT
98. Liability for contravention of the Act, rules or the regulations 1655*
99. Failure to pay fine 1660*
CHAPTER XIA
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
99A. Exemption from enforcement of the regulations in special cases 1664*
CHAPTER XII
MISCELLANEOUS
100. Amendments to other regulations 1668*
101. Power to remove difficulties 1670*
102. Power to relax strict enforcement of the regulations 1672*
103. Repeal and Savings 1677*
* See Volume 2.
I-29
CONTENTS
SCHEDULES
PAGE
SCHEDULE I : TERMS OF SECURITIES 1680*
SCHEDULE II : CORPORATE GOVERNANCE 1681*
SCHEDULE III : DISCLOSURES OF EVENTS OR INFORMATION : SPECIFIED SECURITIES 1689*
SCHEDULE IV : DISCLOSURES IN FINANCIAL RESULTS 1712*
SCHEDULE V : ANNUAL REPORT 1717*
SCHEDULE VI : MANNER OF DEALING WITH UNCLAIMED SHARES 1726*
SCHEDULE VII : TRANSFER AND TRANSMISSION OF SECURITIES 1727*
SCHEDULE VIII : [OMITTED BY THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2016, W.R.E.F. 1-4-2016] 1731*
SCHEDULE IX : AMENDMENTS TO OTHER REGULATIONS 1731*
SCHEDULE X : LIST OF SEBI CIRCULARS WHICH STAND RESCINDED 1739*
SCHEDULE XI : FEE IN RESPECT OF DRAFT SCHEME OF ARRANGEMENT 1748*
APPENDICES
APPENDIX 1 : MASTER CIRCULAR FOR COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 BY LISTED ENTITIES 1751*
APPENDIX 1.1 : IMPLEMENTATION OF RECOMMENDATIONS OF THE EXPERT COMMITTEE FOR FACILITATING EASE OF DOING BUSINESS FOR LISTED ENTITIES 2005*
APPENDIX 1.2 : MASTER CIRCULAR ON (i) SCHEME OF ARRANGEMENT BY LISTED ENTITIES AND (ii) RELAXATION UNDER SUB-RULE (7) OF RULE 19 OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957 2039*
APPENDIX 1.3 : RELAXATION FROM REQUIREMENT TO FURNISH A COPY OF PAN FOR TRANSFER OF EQUITY SHARES OF LISTED ENTITIES EXECUTED BY NON-RESIDENTS 2057*
APPENDIX 1.4 : RE-LODGEMENT OF TRANSFER REQUESTS OF SHARES 2058*
* See Volume 2.
APPENDIX 1.5 : RELAXATION FROM COMPLIANCE WITH CERTAIN PROVISIONS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 FOR AN ENTITY WITH LISTED NON-CONVERTIBLE SECURITIES
APPENDIX 1.6 : MASTER CIRCULAR FOR LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS FOR NON-CONVERTIBLE SECURITIES, SECURITIZED DEBT INSTRUMENTS AND/OR COMMERCIAL PAPER
APPENDIX 1.7 : PROCEDURAL FRAMEWORK FOR DEALING WITH UNCLAIMED AMOUNTS LYING WITH ENTITIES HAVING LISTED NON-CONVERTIBLE SECURITIES AND MANNER OF CLAIMING SUCH AMOUNTS BY INVESTORS
APPENDIX 1.8 : INDUSTRY STANDARDS ON REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
APPENDIX 1.9 : INDUSTRY STANDARDS ON “MINIMUM INFORMATION TO BE PROVIDED FOR REVIEW OF THE AUDIT COMMITTEE AND SHAREHOLDERS FOR APPROVAL OF A RELATED PARTY TRANSACTION”
APPENDIX 1.10 : INDUSTRY STANDARDS ON “MINIMUM INFORMATION TO BE PROVIDED TO THE AUDIT COMMITTEE AND SHAREHOLDERS FOR APPROVAL OF RELATED PARTY TRANSACTIONS”
APPENDIX 1.11 : LISTING AGREEMENT FOR INDIAN DEPOSITORY RECEIPTS (IDRs) 2167*
APPENDIX 2.1 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN “INTERPRETIVE LETTER” UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (INFORMAL GUIDANCE) SCHEME, 2003 WITH RESPECT TO REGULATION 31(4) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LODR REGULATIONS”)
APPENDIX 2.2 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETATIVE LETTER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (INFORMAL GUIDANCE) SCHEME, 2003 IN RELATION TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 2211*
* See Volume 2.
CONTENTS
APPENDIX 2.3 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETATIVE LETTER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (INFORMAL GUIDANCE) SCHEME, 2003 IN CONNECTION WITH REGULATION 30(4) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 2213*
APPENDIX 2.4 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETIVE LETTER RECEIVED FROM AXIS BANK LIMITED UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (INFORMAL GUIDANCE) SCHEME, 2003 2216*
APPENDIX 2.5 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF INTERPRETIVE LETTER UNDER THE SEBI (INFORMAL GUIDANCE) SCHEME, 2003 BY JAGATJIT INDUSTRIES LIMITED IN RELATION TO REGULATION 41A OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 2218*
APPENDIX 2.6 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETATIVE LETTER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (INFORMAL GUIDANCE) SCHEME, 2003, WITH RESPECT TO REGULATION 23 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
2221*
APPENDIX 2.7 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETIVE LETTER UNDER THE PROVISIONS OF SEBI (INFORMAL GUIDANCE) SCHEME, 2003 (“SCHEME”) RECEIVED FROM CMS INFO SYSTEMS LIMITED (“APPLICANT”/ “COMPANY”) 2226*
APPENDIX 2.8 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETIVE LETTER UNDER THE PROVISIONS OF SEBI (INFORMAL GUIDANCE) SCHEME, 2003 RECEIVED FROM PAKKA LIMITED (“COMPANY”) SEEKING INTERPRETATION OF REGULATION 6 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
* See Volume 2.
2231*
APPENDIX 2.9 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETIVE LETTER UNDER THE PROVISIONS OF SEBI (INFORMAL GUIDANCE) SCHEME, 2003 RECEIVED FROM DCB BANK LIMITED (“DCB BANK”) SEEKING INTERPRETATION OF REGULATION 6 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
APPENDIX 2.10 : REQUEST FOR INFORMAL GUIDANCE BY WAY OF AN INTERPRETIVE LETTER UNDER THE PROVISIONS OF SEBI (INFORMAL GUIDANCE) SCHEME, 2003 RECEIVED FROM INFOBEANS TECHNOLOGIES LIMITED (“COMPANY”) SEEKING INTERPRETATION OF THE PROVISIONS OF REGULATION 16(1)(b)(iv) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 2237*
APPENDIX 2.11 : REQUEST FOR INFORMAL GUIDANCE IN MATTER OF SHIVALIK BIMETAL CONTROLS LTD. BY WAY OF INTERPRETATIVE LETTER UNDER SEBI (INFORMAL GUIDANCE) SCHEME, 2003 WITH RESPECT TO REGULATION 31A OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS ) REGULATIONS, 2015 2241*
APPENDIX 3 : FAQs FOR LODR REGULATIONS 2247*
APPENDIX 4 : CASE LAWS 2260*
* See Volume 2.
CHAPTER III
COMMON OBLIGATIONS OF LISTED ENTITIES
General obligation of compliance.
5. The listed entity shall ensure that key managerial personnel, directors, promoters or any other person dealing with the listed entity, complies with responsibilities or obligations, if any, assigned to them under these regulations:
35a[Provided that the key managerial personnel, directors, promoter, promoter group or any other person dealing with the listed entity shall disclose to the listed entity all information that is relevant and necessary for the listed entity to ensure compliance with the applicable laws.]
OVERVIEW OF REGULATION 5
COMMENTS
General Obligation of Compliance [Regulation 5] (see para 5.1)
Widening the Scope of Responsibility (see para 5.2)
Shift in Compliance Burden (see para 5.3)
Regulation 3 Context (see para 5.4)
Compliance Obligations (see para 5.5)
Interpretation of “Any Other Person Dealing with the Listed Entity” (see para 5.6)
Assigned Responsibilities (see para 5.7)
COMMENTS
5.1 GENERAL OBLIGATION OF COMPLIANCE [REGULATION 5]
Regulation 5 imposes a general obligation on listed entities to ensure that key managerial personnel, directors, promoters, or any other person dealing with the listed entity comply with the responsibilities or obligations assigned to them under the SEBI Listing Regulations.
With effect from December 12, 2024, SEBI has inserted proviso to this regulation. The proviso imposes a legal duty on KMPs, directors, promoters, promoter
35a. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, w.e.f. 12-12-2024
Reg. 5 SEBI (LODR) REGULATIONS, 2015 160
groups, and any other person interacting with the listed entity to disclose all relevant and necessary information.
Such information must directly support the listed entity in complying with its obligations under SEBI’s Listing Regulations and applicable laws.
The phrase “relevant and necessary” ensures that disclosures are material and avoid overburdening the entity with immaterial details.
5.2 WIDENING THE SCOPE OF RESPONSIBILITY
This provision doesn’t just limit disclosure to internal management (KMPs and directors); it extends to promoters, promoter groups, and other external parties involved with the listed entity. It reflects SEBI’s recognition that non-compliance risks often emanate from external influences or lack of information from promoters and other significant stakeholders.
5.3
SHIFT
IN COMPLIANCE BURDEN
The onus is now shared:
Listed Entity: Must ensure it seeks and utilizes disclosed information effectively to fulfil its compliance obligations.
Disclosing Parties: The disclosing parties are directly accountable for providing accurate and timely disclosures, creating a chain of responsibility.
5.4 REGULATION
3 CONTEXT
Regulation 3 of the SEBI Listing Regulations outlines the scope and applicability of Listing Regulations to listed entities on recognized stock exchanges. In the background of Regulation 3, we can say that Regulation 5 shall be applicable to all listed companies which have listed any of the following securities as mentioned below:
(a) Specified securities listed on the main board, SME Exchange, or Innovators Growth Platform.
(b) Non-convertible securities.
(
c) Indian depository receipts.
(d) Securitized debt instruments and security receipts.
(
e) Units issued by mutual funds.
(
f) Any other securities specified by SEBI.
5.5 COMPLIANCE
OBLIGATIONS
It is mandatory for every listed entity to ensure that the following shall comply with responsibilities or obligations assigned to them under listing regulations:
(a) Key Managerial Personnel (KMP)
(b) Directors
(c) Promoters
(d) Any other person dealing with the listed entity
5.6
INTERPRETATION OF “ANY OTHER PERSON DEALING WITH THE LISTED ENTITY”
The term “any other person dealing with the listed entity” refers to officers or employees of the company who have been assigned specific roles and responsibilities under these regulations. This term does not extend to external parties such as suppliers, vendors, or general consultants. The context suggests that this term is intended for individuals directly involved with the company’s operations and regulatory compliance.
(
a) Key Managerial Personnel (KMP): This includes roles like the CEO, CFO, and company secretary, who have specific duties under the SEBI regulations.
(
b) Directors: Members of the board who are responsible for overseeing the company’s compliance with regulatory requirements.
(
c) Promoters: Individuals or entities involved in the founding and promoting of the company who have specific obligations under the regulations.
(
d) Employees and Officers: Those assigned particular compliance-related tasks as part of their employment contracts.
5.7
ASSIGNED RESPONSIBILITIES
The phrase “assigned to them under these regulations” indicates that the responsibilities or obligations must be explicitly assigned to KMPs, directors, promoters, and other relevant employees or officers of the company. This ensures clarity in the roles and expectations for compliance with SEBI’s Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.
Regulation 5 underscores the importance of ensuring that all relevant individuals within the listed entity are aware of and comply with their specific regulatory responsibilities. By doing so, the regulation aims to promote a culture of accountability and compliance, essential for maintaining investor confidence and market integrity. The distinction made in the interpretation of “any other person dealing with the listed entity” ensures that the regulatory burden is appropriately assigned, enhancing the overall governance framework of the listed entity.
Compliance Officer and his 36[/her] Obligations.
6. (1) A listed entity shall appoint a qualified company secretary as the compliance officer:
36. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, w.e.f. 5-5-2021.
36a[Provided that the Compliance Officer shall be an officer, who is in whole time employment of the listed entity, not more than one level below the board of directors and shall be designated as a Key Managerial Personnel.]
36b[(1A) Any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy:
Provided that the listed entity shall not fill such vacancy by appointing a person in interim capacity, unless such appointment is made in accordance with the laws applicable in case of a fresh appointment to such office and the obligations under such laws are made applicable to such person.]
36a[(1B) Any vacancy in the office of the Compliance Officer of such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall be filled within a period of three months of such approval:
Provided that, in the interim, such listed entity shall have not less than one full-time key managerial personnel managing its day-to-day affairs.]
(2) The compliance officer of the listed entity shall be responsible for—
(
a) ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.
(
b) co-ordination with and reporting to the Board, recognised stock exchange(s) and depositories with respect to compliance with rules, regulations and other directives of these authorities in manner as specified from time to time.
(
c) ensuring that the correct procedures have been followed that would result in the correctness, authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations.
(
d) monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors :
36a. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, w.e.f. 12-12-2024
36b. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, with effect from thirtieth day from 14-6-2023.
CH. III : COMMON OBLIGATIONS OF LISTED ENTITIES Reg. 6
Provided that the requirements of this regulation shall not be applicable in the case of units issued by mutual funds which are listed on recognised stock exchange(s) but shall be governed by the provisions of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
OVERVIEW OF REGULATION 6
COMMENTS
Appointment of a Qualified Company Secretary as Compliance Officer (see para 6.1)
- Interpretation of the Position and Hierarchy of Compliance Of cer (see para 6.1-1)
- “Not more than one level below the Board of Directors” (see para 6.1-2)
- Duties and Functions of the Compliance Of cer (see para 6.1-3)
- Section 205 of the Companies Act, 2013 (see para 6.1-4)
- Gaps and Alignment Challenges (see para 6.1-5)
- Recommendations (see para 6.1-6)
- Comparative Summary: SEBI Informal Guidance – Pakka Ltd. vs. DCB Bank Ltd. (see para 6.1-7)
- Key Takeaway (see para 6.1-8)
- Distinction between Regulation 6 of SEBI Listing Regulations, Regulation 2(1)(c) of SEBI Insider Trading Regulations, and Section 205 of the Companies Act, 2013 (see para 6.1-9)
Conditions of compliance of vacancy created for compliance officer (see para 6.2)
- Key Points (see para 6.2-1)
Appointment of Compliance Officer in Listed Entities Undergoing Insolvency Resolution (see para 6.3)
Mandatory Appointment of a Compliance Officer (see para 6.4) Appointment and Reporting (see para 6.5)
- Clari cation of “Letter and Spirit” (see para 6.5-1)
Responsibilities of the Compliance Officer (see para 6.6)
Secretarial Practice Checklist on Compliance Officer and his/her obligations [Regulation 6] (see para 6.7)
- Appointment of Compliance Of cer (see para 6.7-1)
- Responsibilities of the Compliance Of cer (see para 6.7-2)
- Exceptions (see para 6.7-3)
Sl. No.
COMMENTS
Reference Table on Compliance Officer and his/her Obligations
Check list item(s)
Reference Clause/ Regulation
1. Appointment of a qualified company secretary as the compliance officer. 6(1)
2. The Compliance Officer must meet following conditions:
(a) must be an officer, in company hierarchy or level;
(b) must be in whole time employment;
(c) must not be more than one level below the board of directors;
(d) must be designated as a Key Managerial Personnel. 6(1) Proviso
3. Filling vacancy of the Compliance Officer within three months. 6(1A)
4. No interim appointment unless compliant with applicable laws. 6(1A) - Proviso
5. Vacancy in the office of a compliance officer of such listed entity which resolution plan is approved under Section 31 of Insolvency Code, must be filled with in a period of three months of such approval.
However, during interim period, such listed entity shall have not less than one full time key managerial personnel managing its day-to-day affairs of such listed entity.
6. Ensuring conformity with regulatory provisions.
7. Coordination and reporting to the Board, stock exchanges, and depositories.
8. Following correct procedures for accuracy of information and reports.
9. Monitoring grievance redressal email.
10. Requirements not applicable to mutual funds’ units listed on stock exchanges, governed by SEBI (Mutual Funds) Regulations.
6(1B) and its Proviso
6(2)(a)
6(2)(b)
6(2)(c)
6(2)(d)
6(2)(d) - Proviso
6.1 APPOINTMENT OF A QUALIFIED COMPANY SECRETARY AS COMPLIANCE OFFICER
The recent amendment to Regulation 6 of SEBI Listing Regulations (effective December 12, 2024), introduces heightened expectations for the stature, authority, and accountability of the Compliance Officer in a listed entity. This aligns with SEBI’s objective to ensure robust governance and regulatory compliance by integrating the Compliance Officer’s role into the upper echelons of corporate management. However, when analysed alongside SEBI (Prohibition of Insider
Trading) Regulations, 2015 and Section 205 of the Companies Act, 2013, certain interpretative distinctions and potential implementation challenges emerge.
6.1-1 Interpretation of the Position and Hierarchy of Compliance Officer
Provisions under Regulation 6 of SEBI Listing Regulations: The proviso to Regulation 6 now mandates that the Compliance Officer must:
i. Be an officer of the company in its hierarchy.
ii. Be in whole-time employment of the listed entity.
iii. Hold a position “not more than one level below the board of directors.”
iv. Be designated as a Key Managerial Personnel (KMP).
These requirements demonstrate SEBI’s intent to empower the Compliance Officer with sufficient authority to act independently, ensuring effective compliance with SEBI regulations and governance frameworks.
The Expert Committee for facilitating ease of doing business and harmonization of the provisions of ICDR and LODR Regulations (“Expert Committee” or “Committee”) was constituted by SEBI on August 24, 2023 under the Chairmanship of Shri S.K. Mohanty.
In para 30 of the Expert Committee Report, it is stated that “Company Secretary is key managerial personnel as per section 203(1) of Companies Act, 2013. As per section 205(1), functions of company secretary inter alia includes reporting to the Board about compliance with the provisions of the Act, the rules made thereunder and other laws applicable to the company, assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices [Para 30.1(b)]. Further, Regulation 16(1)(d) of the LODR specifically includes Company Secretary in the definition of senior management [Para 30.1(c)].
Para 30.2. Suggestions from stakeholders: The following suggestions were received:
(
a) Just by including company secretary in the definition of ‘senior management’, he/she may not get a power to advise the management to act in accordance with law and could still be in a position to get influenced by other people in senior management. Therefore, if he is positioned at just one level below CEO/MD/WTD/Manager (as the case may be in the organisation), then he can get adequate power to advise the management on points of law.
Para 30.3. Recommendations: After considering the suggestions received and further deliberations, the Committee recommends that the Compliance Officer shall be an officer, who is in whole time employment, not beyond one level below the board of directors of the listed entity and shall be designated as a “Key Managerial Personnel”.
Para 30.4 Rationale: The Committee discussed the position of Compliance Officer under the LODR Regulations and other laws. While different statutes have cast numerous responsibilities on the Compliance Officer, it was informed that the position of the Compliance Officer in a listed entity is not commensurate to the responsibilities cast upon him. It was informed that in some companies Compliance Officer is a junior level person, generally two levels below the board of directors and reporting to other KMPs/senior management (like CFO, legal head etc.).
Therefore, the Committee recommends strengthening the position of Compliance Officer in order to effectively discharge his/her statutory duties and responsibilities.
Hence, in the light of Expert Committee Report and Rationale provided hereinabove, it can be construed that company secretary must be in whole time employment, positioned just below the board of directors as per company hierarchy and designated as KMP.
6.1-2 “Not more than one level below the Board of Directors”: This phrase introduces a critical hierarchical requirement. It necessitates that the Compliance Officer must occupy a senior role, ensuring direct reporting to the board or equivalent decision-making authority. While this provision is intended to enhance accountability and independence, its practical interpretation requires alignment with organizational structures.
Hierarchy Defined:
Board Level: Refers to individuals formally serving as directors.
One Level Below the Board: Includes roles such as Chief Executive Officer (CEO), Managing Director (MD), or other senior executives who report directly to the board.
The Compliance Officer must not be placed subordinate to intermediaries such as the Chief Financial Officer (CFO) or other executives.
Practical Implications:
For a company with a hierarchical structure:
Example: In ABC Ltd., where the hierarchy includes a Managing Director (Level 14), an Executive Director/CFO (Level 13), and a Chief Operating Officer (Level 12), the Compliance Officer must hold a position at least at Level 12 to comply with SEBI’s requirements.
Alternative Viewpoint: If the Compliance Officer directly reports to the board, even if positioned two or more levels below in the hierarchy, it may satisfy the technical requirement under the SEBI Insider Trading
Regulations, 2015, which define a Compliance Officer as a “senior officer reporting to the board.” However, this may not align with SEBI’s intent under Regulation 6.
6.1-3 Duties and Functions of the Compliance Officer
SEBI Insider Trading Regulations, 2015: The SEBI Insider Trading Regulations emphasize that the Compliance Officer:
Must report directly to the board of directors or the head of the organization, in case board is not there.
Must be financially literate, capable of understanding and interpreting financial statements.
Is responsible for:
Compliance with policies and procedures.
Monitoring adherence to rules on unpublished pricesensitive information.
Ensuring the implementation of codes and monitoring trades under the overall supervision of the board.
This creates an overlap with the requirement under Regulation 6, where the Compliance Officer must function independently and be empowered with decision-making authority.
6.1-4 Section 205 of the Companies Act, 2013: Section 205 outlines the statutory functions of a Company Secretary (CS), who is often designated as the Compliance Officer. These include:
1. Reporting to the board about compliance with applicable laws and rules.
2. Ensuring adherence to Secretarial Standards issued by the ICSI.
3. Discharging duties as prescribed under the Companies Act.
This reinforces the CS’s statutory role as an advisor to the board on governance and compliance, highlighting their position as a Key Managerial Personnel (KMP) under Section 2(51) read with section 203 of the Companies Act.
6.1-5 Gaps and Alignment Challenges
i. Hierarchical Conflict: SEBI’s Regulation 6 mandates a hierarchical elevation for the Compliance Officer, while the Insider Trading Regulations prioritize reporting to the board, irrespective of hierarchy. This dual requirement may lead to ambiguity, particularly in organizations where the Compliance Officer traditionally reports to the CFO or equivalent roles.
ii. Practical Challenges: Many organizations designate Compliance Officers at relatively lower levels (e.g., reporting to the CFO).
Reg. 6
SEBI (LODR) REGULATIONS, 2015 168
Requiring elevation to a top management position may necessitate significant organizational restructuring.
iii. Industries with complex hierarchies may struggle to implement the “not more than one level below the board” requirement without clear guidance from SEBI.
iv. Role Duplication: The overlap between the roles of the Compliance Officer under SEBI regulations and the CS under the Companies Act creates potential duplications, particularly when both positions are held by the same individual.
6.1-6 Recommendations:
i. Clarification from SEBI:
SEBI vide its circular SEBI/HO/CFD/PoD2/CIR/P/2025/47 dated April 1, 2025 clarified that the term “level” used in Regulation 6(1) refers to the position of the Compliance Officer in the organisation structure of the listed entity. Therefore, ‘one-level below the board of directors’ means one-level below the Managing Director or Whole Time Director(s) who are part of the Board of Directors of the listed entity. This will be in line with regulation 2(1)(o) of the LODR Regulations read with section 2(51) of the Companies Act, 2013. In case a listed entity does not have a Managing Director or a Whole time director, then the Compliance Officer cannot be more than one-level below the Chief Executive Officer or Manager or any other person heading the day-to-day affairs of the company.
6.1-7 Comparative Summary: SEBI Informal Guidance – Pakka Ltd. vs. DCB Bank Ltd.
Subject: Applicability of Proviso to Regulation 6(1) of SEBI LODR Regulations – Position of Compliance Officer
Aspect
Date of Informal Guidance
Compliance Officer’s Position
Key Query
Pakka Limited
April 3, 2025
Mr. Sachin Kumar Srivastava, Company Secretary and Compliance Officer, is a Band B employee designated as Sangrakshak (Managerial), reporting administratively to the CFO (Band C) and functionally to the Board
Whether functional reporting to the Board or MD, despite being in Band B, satisfies the requirement of being “one level below the Board.”
DCB Bank Limited
April 3, 2025
Ms. Rubi Chaturvedi, Company Secretary and Compliance Officer, is placed at level 5 below the Board of Directors and reports to the Managing Director & CEO
Whether the current grade/level and reporting structure comply with the amended Regulation 6(1), or if adjustments to the organization’s hierarchy / reporting structure are necessary.
Aspect Pakka Limited
SEBI’s Clarification The term “level” refers to the position in the organizational hierarchy, not merely the reporting relationship Therefore, the Compliance Officer must be positioned not more than one level below the Managing Director or Wholetime Director(s) in the organizational hierarchy. (Para 4.4)
Legal Reasoning
Expert Committee Reference
SEBI Circular Reference
SEBI distinguishes between “level” and “reporting” in various regulations, indicating they have different meanings. The term “level” in Regulation 6(1) refers to the position in the organizational hierarchy. (Paras 4.1–4.4)
SEBI cites the Expert Committee’s recommendation to elevate the Compliance Officer’s position to ensure effective discharge of duties. (Para 4.5)
SEBI refers to Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2025/47 dated April 1, 2025, clarifying that “one level below the Board” means one level below the Managing Director or Whole-time Director(s). (Para 4.8)
Conclusion The Compliance Officer must be placed not more than one level below the Managing Director or Whole-time Director(s) in the organizational hierarchy.
Appropriate steps should be taken to ensure compliance. (Para 5)
DCB Bank Limited
Similar clarification: “level” pertains to organizational hierarchy. The Compliance Officer must be placed not more than one level below the Managing Director or Whole-time Director(s) in the organizational hierarchy. (Para 4.4)
SEBI provides the same distinction and reasoning as in the Pakka Limited case. (Paras 4.1–4.4)
SEBI references the same Expert Committee recommendation. (Para 4.5)
SEBI refers to the same circular for clarification. (Para 4.8)
The Compliance Officer must be placed not more than one level below the Managing Director or Whole-time Director(s) in the organizational hierarchy
Appropriate steps should be taken to ensure compliance. (Para 5)
6.1-8 Key Takeaway: SEBI’s informal guidance letters to both Pakka Limited and DCB Bank Limited emphasize that the Compliance Officer must be formally positioned not more than one level below the Managing Director or Whole-time Director(s) in the organizational hierarchy. Merely having a functional reporting line to the Board or senior management does not satisfy the requirement under the proviso to Regulation 6(1) of the SEBI LODR Regulations.
ii. Practical Flexibility: SEBI could consider allowing deviations for smaller or less complex organizations, provided the Compliance Officer directly reports to the board.
iii. Training and Capacity Building: Organizations should invest in upskilling Compliance Officers, ensuring they are equipped to handle elevated responsibilities in governance and regulatory compliance.
6.1-9 Distinction between Regulation 6 of SEBI Listing Regulations, Regulation 2(1)(c) of SEBI Insider Trading Regulations, and Section 205 of the Companies Act, 2013.
Aspect Regulation 6 (Listing Regulations)
Scope of Regulation
Appointment of a qualified Company Secretary as Compliance Officer for ensuring compliance with SEBI Listing Regulations.
Eligibility Criteria
The Compliance Officer must be:
(
a) A qualified Company Secretary
(b) In whole-time employment
(c) Positioned at not more than one level below the board;.
(d) Designated as Key Managerial Personnel (KMP)
Reporting Structure No explicit mention of direct reporting but assumes seniority to ensure influence on governance matters.
Functional Role To ensure compliance with Listing Regulations and corporate governance practices.
Regulation 2(1)(c) (Insider Trading Regulations)
Designates a senior officer as Compliance Officer to implement and oversee compliance with SEBI Insider Trading Regulations.
The Compliance Officer must be:
(
a) A senior officer;
(b) Financially literate;
(
c) Reporting directly to the board of directors or head of the organization.
Section 205 (Companies Act, 2013) Gap/Observations
Prescribes the functions of a Company Secretary, focusing on compliance, secretarial standards, and reporting to the board.
No specific eligibility for CS beyond statutory qualification.
The Company Secretary is inherently a KMP under the Act.
Listing Regulations are position-focused; Insider Trading emphasizes functional roles; Companies Act focuses on statutory duties.
Insider Trading allows flexibility in hierarchy but mandates board reporting;
Listing Regulations demand strict hierarchical positioning.
Direct reporting to the board of directors or head of the organization is mandatory.
To ensure Compliance with SEBI (PIT) Regulations,
Oversee unpublished price-sensitive information (UPSI), and Implement internal policies.
The Company Secretary must report to the board on compliance matters.
Reporting on compliance with applicable laws, ensuring adherence to secretarial standards, and other prescribed duties.
Regulation 6 lacks clarity on direct reporting, which may cause ambiguity if hierarchy clashes with functional authority.
Regulation 6 focuses on governance compliance broadly, while PIT and Section 205 define functional roles distinctly.
Aspect Regulation 6 (Listing Regulations)
Focus on Governance/ Compliance
Authority and Empowerment
Governance -centric; focuses on ensuring a higher position within hierarchy for better influence on compliance
Compliance Officer must be senior enough to effectively discharge duties and influence governance.
Overlap/ Conflict Hierarchical requirement (one level below the board) may conflict with reporting to CFO or other officers.
Mandatory Positioning Requires positioning as a Key Managerial Personnel (KMP) and close proximity to board level.
Implementation Challenge
May require elevation of Company Secretary to comply with hierarchical requirements.
Regulation 2(1)(c) (Insider Trading Regulations)
Compliancecentric; focuses on functional independence, access to information, and ability to enforce policies.
Compliance Officer must have the authority to monitor trades, maintain UPSI, and enforce codes under PIT Regulations.
Direct reporting to the board ensures functional independence, irrespective of hierarchy.
Section 205 (Companies Act, 2013)
Gap/Observations
Governance and statutory compliance-centric; includes adherence to laws and secretarial standards. The Companies Act does not address specific compliance roles like PIT Regulations or hierarchical requirements like Listing Regulations.
Company Secretary holds statutory authority to ensure legal compliance and report to the board. Authority under PIT Regulations is broader in scope than the statutory compliance role outlined in Section 205 or Regulation 6
Statutory duties of the Company Secretary complement governance but do not mandate direct access to the board.
Positioning as a senior officer with direct reporting suffices; no specific KMP requirement.
Functional independence is clear and unambiguous but may conflict with hierarchical restrictions under Regulation 6.
Company Secretary is inherently a KMP, as per the Companies Act.
Duties are well-defined but lack the explicit authority and reporting requirements seen in SEBI regulations.
Regulation 6 could create practical challenges when combined with PIT Regulations, as hierarchy may not always align with functional independence.
Insider Trading Regulations do not mandate KMP status, unlike Listing Regulations and the Companies Act.
SEBI needs to clarify whether functional independence or hierarchy takes precedence to resolve potential conflicts.
6.2 CONDITIONS OF COMPLIANCE OF VACANCY CREATED FOR COMPLIANCE OFFICER
This provision mandates that any vacancy in the office of the Compliance Officer must be filled by the listed entity as soon as possible, and definitely within three months from the date the vacancy occurs.
Additionally, there is a proviso that restricts the entity from filling the vacancy with an interim appointee unless such an appointment complies with the same laws and obligations applicable to a permanent appointment.
Rs. 6995/-
LAW & PRACTICE RELATING TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
AUTHOR : Bhuwneshwar Prasad
Mishra
PUBLISHER : Taxmann
DATE OF PUBLICATION : August 2025
EDITION : 2nd Edition
ISBN NO : 9789364553841
NO. OF PAGES : 2364
BINDING TYPE : Hardbound
DESCRIPTION
Law & Practice Relating to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is the definitive, up-to-date commentary to India's core corporate governance framework for listed companies. This two-volume Edition decodes the SEBI (LODR) Regulations 2015 into clear, actionable commentary, blending legal analysis, compliance checklists, and practical case studies. Fully updated with the latest amendments and circulars, it serves as a reliable one-stop reference for all compliance stakeholders. This work is meticulously designed for a broad spectrum of professionals and stakeholders in the securities market ecosystem, including:
• Company Secretaries, Compliance O cers, and Corporate Legal Teams
• Lawyers, Consultants, and Market Advisors
• Board Members and Senior Management of Listed Entities
• Regulatory Advisors, Auditors, and Independent Directors
• Academics, Researchers, and Students of Securities Law
The Present Publication is the 2nd Edition, amended upto 1st August 2025. This book is authored by Bhuwneshwar Prasad Mishra, with the following noteworthy features:
• [Regulation-wise Summaries & Commentary] Instantly grasp the intent and application of each regulation
• [Actionable Secretarial Checklists] Turn legal requirements into practical steps for everyday compliance
• [Practical Case Studies & Illustrations] Practical scenarios demonstrate regulatory application
• [Q&A Sections] Address frequent practitioner queries and ambiguities
• [Comprehensive, Current Coverage] Incorporates all recent amendments, circulars, and key judicial interpretations
• [User-friendly Layout] Logical arrangement, detailed indexing, and cross-referencing for quick navigation
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