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Company Law & MCA Compliance

SEBI LODR Compliance

SEBI LODR Compliance

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Regulatory Framework

Governed by the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, which apply to every entity with equity or specified debt securities listed on a recognised Indian stock exchange under Regulation 3. Regulation 30 requires disclosure of specified material events or information to the stock exchanges, with three explicit timelines fixed by SEBI's amendment notified 14 June 2023: within 30 minutes of the closure of the Board meeting at which the relevant decision is taken; within 12 hours of occurrence, where the event or information originates within the listed entity; and within 24 hours of occurrence in all other cases (e.g. events originating outside the entity, such as a regulatory action or a natural calamity). Materiality is assessed against the listed entity's Board-approved materiality policy, applying both the quantitative thresholds set out in Part A of Schedule III and qualitative factors specified in that Schedule. Non-compliance with Regulation 30 disclosure timelines attracts monetary fines under the SEBI-NSE-BSE uniform structure for LODR non-compliance and, in serious cases, action by SEBI under the SEBI Act 1992.

Overview

SEBI LODR compliance is the continuous obligations of a listed company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 — the periodic disclosures of the financial results and the annual report, the corporate governance and the board and the committee composition, the related party transactions under Regulation 23, the material event disclosures under Regulation 30, the shareholding pattern and the corporate actions, and the compliance certificates and the reports to the exchanges. The LODR is the constitution of the listed company's public life.

The listed company lives under the LODR's calendar — the quarterly results, the annual report and the AGM, the governance certifications, the material event disclosures, the shareholding filings — each with its format and its deadline, and each read by the exchanges, the SEBI and the market. The compliance is the discipline of the continuous disclosure, and its failures are the fines, the adverse remarks and the market's discount.

The cost of a broken LODR compliance is the regulatory price and the market price together: the penalties for the non-compliance, the warnings from the exchanges, the governance that the market reads into the stock. The transition into the listed regime is where the compliance is built; the listed life is where it is run.

This service is for listed companies and the companies preparing to list. We build the LODR compliance calendar under the Regulations — the results, the disclosures, the governance and the committees — prepare and file the periodic filings, manage the material event reporting under Regulation 30 and the RPT compliance under Regulation 23, and manage the annual report and the AGM, so the company's listed life runs without the defaults.

How It Works

  1. 1

    LODR Calendar Build

    We build the compliance calendar under the LODR Regulations 2015.

    Harun Raaj & Associates does this1 week
  2. 2

    Results & Periodic Disclosures

    We prepare and file the quarterly results and the periodic disclosures.

    Harun Raaj & Associates does thisQuarterly
  3. 3

    Material Events & RPTs

    We manage the Regulation 30 events and the Regulation 23 RPT compliance.

    Harun Raaj & Associates does thisAs required
  4. 4

    Governance & Committees

    We manage the board, the committees and the governance certifications.

    Harun Raaj & Associates does thisQuarterly
  5. 5

    Annual Report & AGM

    We manage the annual report, the AGM and the year-end filings.

    Harun Raaj & Associates does thisAnnual

Frequently Asked Questions

What are the independent director requirements under Regulation 17 of SEBI LODR for a mid-cap listed company?
Regulation 17(1) of the SEBI LODR Regulations 2015 requires that where the chairperson of the board is a non-executive director, at least one-third of the board must comprise independent directors, and where the chairperson is an executive director or is related to the promoter, at least half the board must consist of independent directors. Every listed entity must have a minimum of six directors on its board under Regulation 17(1)(c) as amended by SEBI vide its notification dated January 5, 2018. An independent director cannot serve on the board of a listed entity for more than two consecutive terms of five years each under Section 149(10) of the Companies Act 2013, which applies concurrently. Board composition must be disclosed quarterly to the stock exchange as part of the corporate governance report under Regulation 27.
What does the annual secretarial compliance report under Regulation 24A require, and who can sign it?
The annual secretarial compliance report under Regulation 24A of the SEBI LODR Regulations 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, must cover compliance with all SEBI regulations applicable to the listed entity for the full financial year, including LODR, ICDR, SAST, PIT, and any other applicable SEBI regulations. The report must be submitted to the stock exchanges within 60 days of the close of the financial year. It must be signed by a practising Company Secretary who is not the statutory auditor and not the company secretary in employment of the entity, ensuring independence. Material non-compliances identified must be disclosed with reasons, and the listed entity must also submit an Action Taken Report to the exchange within the prescribed time.
What disclosures are mandatory under Regulation 30 of SEBI LODR for related party transactions?
Regulation 30 of the SEBI LODR Regulations 2015 read with Schedule III requires listed entities to disclose all related party transactions (RPTs) to the stock exchange within 24 hours of the board or audit committee approval. For RPTs that individually or in aggregate with prior transactions during the financial year exceed 10% of the annual consolidated turnover, prior shareholders' approval is mandatory under Regulation 23(4) of the SEBI LODR Regulations 2015. The audit committee must review and approve all RPTs on a quarterly basis under Regulation 23(2), and a half-yearly report on RPTs on a consolidated basis must be submitted to the exchanges within 15 days from the date of publication of the half-yearly standalone financial results as per SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/10 dated January 17, 2023. Transactions with material related parties that are not on arm's length terms require special disclosure.
What are the timelines for publishing quarterly financial results under Regulation 33 for a listed debt issuer?
Listed debt issuers (entities with listed non-convertible debentures or listed non-convertible redeemable preference shares) are governed by Regulation 52 of the SEBI LODR Regulations 2015 rather than Regulation 33, which applies to equity issuers. Under Regulation 52, half-yearly financial results must be submitted within 45 days from the end of the half-year, and full-year audited financial results must be submitted within 60 days from the end of the financial year. Where the listed entity also has listed equity, it must comply with both Regulation 33 (quarterly results) and Regulation 52 (half-yearly asset cover and security disclosures). The asset cover certificate, confirming that the security cover for debentures is maintained, must accompany each half-yearly financial results submission under Regulation 52(4).
What is the compliance requirement under Regulation 17 regarding the audit committee for listed entities?
Regulation 18 of the SEBI LODR Regulations 2015 (which supplements Regulation 17's board governance framework) requires every listed entity to constitute a qualified and independent audit committee with a minimum of three directors, all of whom must be non-executive directors and at least two-thirds must be independent directors. The chairperson of the audit committee must be an independent director and must be present at the annual general meeting to answer shareholder queries under Regulation 18(1)(d). The audit committee must meet at least four times a year with a maximum gap of 120 days between two meetings under Regulation 18(2). Its mandatory terms of reference include oversight of financial reporting, review of related party transactions, examination of auditors' independence, and scrutiny of internal financial controls as prescribed in Schedule II Part C of the SEBI LODR Regulations 2015.

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