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COMPLIANCE WITH PROVISIONS OF SEBI (LODR)

OVERVIEW

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) set the compliance framework for listed entities in India. These regulations ensure transparency, investor protection, and corporate governance. Companies must comply with various provisions, including regular submission of financial results, timely disclosures of material events, and maintaining a robust framework for board composition and independence. Failure to comply with LODR can lead to penalties, suspension of trading, or even delisting, significantly impacting a company's reputation and market standing.

ENTITIES COVERED

SEBI LODR applies to the following:

Listed entities: Companies whose securities (equity, debt, etc.) are listed on a recognized stock exchange in India.
Specified securities: Equity shares, convertible securities, and other instruments listed on stock exchanges.
Non-convertible securities: Listed Non-Convertible Debentures (NCDs) and Non-Convertible Preference Shares (NCPS).
Indian Depository Receipts (IDRs), Securitized Debt Instruments, Mutual Fund Units: If listed on a recognized exchange.

KEY COMPLIANCE REQUIREMENTS UNDER SEBI LODR

1. Corporate Governance Compliance

Board of Directors: Composition as per Regulation 17, including independent directors, woman director, and maximum directorship limits.
Audit Committee: Regulation 18 mandates an audit committee with independent directors.
Nomination & Remuneration Committee: As per Regulation 19, required for listed entities.
Stakeholders Relationship Committee: Required under Regulation 20.
Risk Management Committee: Mandated under Regulation 21 for top 1000 listed entities.

2. Disclosure & Transparency Requirements

Financial Results: Regulation 33 requires quarterly and annual financial results to be submitted to stock exchanges.
Material Events & Price-Sensitive Information: Under Regulation 30, listed companies must disclose material information that may affect share prices.
Annual Reports & Corporate Governance Report: Compliance with Regulations 34 & 27.
Related Party Transactions: Disclosures as per Regulation 23.

3. Compliance Certifications & Filings

Annual & Quarterly Compliance Reports: Submitted to stock exchanges under various regulations.
Secretarial Compliance Report: Regulation 24A mandates a secretarial compliance report for listed companies.
Shareholding Pattern & Investor Grievances: Regulation 31 & 13 require periodic disclosures.

4. Other Key Regulations

Minimum Public Shareholding (MPS): As per Regulation 38, listed companies must maintain at least 25% public shareholding.
Corporate Actions & Record Dates: Regulation 42 covers dividend declarations and other corporate actions.
Prohibition of Insider Trading: Adherence to SEBI (PIT) Regulations.

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