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SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015
SEBI has notified SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’) on September 2, 2015 which came into force
w.e.f. December 1, 2015 with two objectives, firstly, to align clauses of the listing
agreement with Companies Act, 2013 and secondly to consolidate the conditions under
different securities listing agreements in one single regulation.

Applicability of the Regulations

These regulations shall apply to the listed entity who has listed any of the following
designated securities on recognised stock exchange(s):

Indian
depository Securitised
receipts debt
NCDs, NCRPs, instruments
Perpetual Debt,
Perpetual
NCRPs
Security
receipts
Applicability
Specified
securities listed on
main board or Units
SME Exchange or issued by
institutional Any other mutual
trading platform securities as funds
may be
specified by
SEBI

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 OBLIGATIONS OF LISTED ENTITIES
The obligations of listed entities have been classified under following categories -

Common obligations (Applicable for all listed

entities)

Obligations of Listed entitiy which has listed its

Specified Securities.

Obligations of Listed entity which has listed its Non-

Convertible Debt Securities or Non-Convertible
Redeemable Preference Shares or both.

Obligations of Listed entity which has listed its

Specified Securities and either Non-Convertible
Debt Securities or Non-Convertible Redeemable
Preference Shares or both.

Obligations of Listed entity which has listed its

Indian depository receipts.

Obligations of Listed entity which has listed its

securitised debt instruments,

Obligations of Listed entity which has listed its

Security Receipts.

Obligations of Listed entity which has listed its units

issued by mutual funds.

COMPLIANCES UNDER SEBI LISTING REGULATIONS

The Listed entity shall comply with the following compliances under the Listing Regulations :-
– One Time Compliances
– Quarterly Compliances
– Half yearly Compliances
– Yearly Compliances
– Event based Compliances
 One-time Compliances
The following are the one time compliances:-

Regulation Particulars
6(1) A listed entity shall appoint a Company Secretary as the Compliance Officer
7(1) The listed entity shall appoint a share transfer agent or the listed entity register with SEBI as
Category II share transfer agent in case of share transfer facility in house.
9 The listed entity shall have a policy for preservation of documents, approved by its Board of
Directors.

Constitution of Committees
– Audit Committee (Regulation 18)
– Nomination and Remuneration Committee (Regulation 19)
– Stakeholders Relationship Committee (Regulation 20)
– Risk Management Committee (Regulation 21)
– Vigil Mechanism (Regulation 22)

Quarterly Compliances
Regulation Particulars Time Limit

13(3) The listed entity shall file with the recognised stock within 21 days from end of quarter
exchange, a statement giving the number of investor
complaints pending at the beginning of the quarter,
those received during the quarter, disposed of during
the quarter and those remaining unresolved at the end
of the quarter
27 The listed entity shall submit a quarterly compliance within 15 days from close of the quarter
report on corporate governance in the format as
specified by SEBI from time to time to the recognized
stock exchange(s)
31(1))(b) The listed entity shall submit to the stock exchange(s) within 21 days from the end of each
a statement showing holding of securities and quarter
shareholding pattern separately for each class of
securities, in the format specified by SEBI from time
to time
32(1) The listed entity shall submit to the stock exchange a –
statement of deviation or variation
33(3) The listed entity shall submit quarterly and year-to- within forty-five days of end of each
quarter, other than the last quarter.
date financial results to the stock exchange
Half Yearly Compliances

Regulation Particular Time Limit

7(3) The listed entity shall submit a compliance certifi- Within one month of end of each half
cate to the exchange, duly signed by both the com- of the financial year.
pliance officer of the listed entity and the authorised
representative of the share transfer agent

40(9) The listed entity shall ensure that the share trans- within one month of the end of each
fer agent and/or the in-house share transfer facility, half of the financial year
as the case may be, produces a certificate from a
practising company secretary

Yearly Compliances

Regulation Particulars Time Limit

14 The listed entity shall pay all such fees or charges, within 30 days of the end of financial
as applicable, to the recognised stock exchange(s), year
in the manner specified by SEBI or the recognised
Stock Exchange (s).

33(3) The listed entity shall submit annual audited stand- within 60 days from the end of
alone financial results with audit report and State- the financial year
ment on Impact of Audit Qualifications applicable
only for audit report with modified opinion to the
stock exchange

34 The listed entity shall submit the annual report to the within twenty one working days of it
stock exchange being approved and adopted in
the annual general meeting

Event Based Compliances

Regulation Particulars Time Limit

7(5) The listed entity shall intimate the appointment Within 7 days of Agreement with RTA
of Share Transfer Agent, to the stock exchange(s)

28(1) The listed entity shall obtain In-principle approval Prior to issuance of Security
from recognised stock exchange

29(1)(a) Prior Intimations of Board Meeting for financial Re- At least 5 clear days in advance (ex-
read sult viz. quarterly, half yearly or annual, to the stock cluding the date of the intimation and
along with exchange(s) the date of the meeting)
proviso to
29 (2)
 29(1) Prior Intimations of Board Meeting for Buyback, Vol- At least 2 working days in advance
(b), untary delisting , Fund raising by way of FPO, Rights
(c),(d), Issue, ADR, GDR, QIP, FCCB, Preferential issue,
(e) debt issue or any other method, Declaration/ recom-
& (f) read mendation of dividend, issue of convertible securities
along with carrying a right to subscribe to equity shares or the
29 (2) passing over of dividend, proposal for declaration
of Bonus securities etc., to the stock exchange(s)

29(3) Prior Intimations of Board Meeting for alteration in At least 11 clear working days in
nature of Securities, alteration in the date on which Advance
interest on debentures/bonds/redemption amount,
etc. shall be payable to the stock exchange(s)
30(6) Disclosure of Price Sensitive Information to the stock Not later than twenty four hours as
exchange(s) per Part A of Schedule III

31(1)(a) The listed entity shall submit to the stock exchange(s) One day prior to listing of Securities
a statement showing holding of securities and share-
holding pattern separately for each class of
securities prior to listing of securities
31(1)(c) The listed entity shall submit to the stock exchange(s) Within 10 days of any change in capi-
a statement showing holding of securities and share- tal Structure exceeding 2% of the to-
holding pattern separately for each class of tal paid-up share capital.
securities in case of Capital Restructuring
37(2) The listed entity shall file draft Scheme of Arrangement Prior approval before filing with Court
to the stock exchange(s)

37(2) The listed entity shall file draft Scheme of Arrangement Prior approval before filing with Court
to the stock exchange(s)

39(3) Loss of share certificates and issue of the duplicate Within two days of getting information.
certificates

42(2) The listed entity shall intimate the record date or date At least 7 clear working days in
of closure of transfer books to all the stock exchange(s) advance

42(3) The listed entity shall give notice to stock exchange(s) At least 5 clear working days in ad-
of Record date for declaring dividend and/or cash vance
bonus
44(3) The listed entity shall submit to the stock exchange Within 48 Hours of conclusion of
details regarding voting results by Shareholders its General Meeting

45(3) The listed entity shall allowed to change its name Prior approval from Stock Ex-
change(s)

46 The listed entity shall maintain a functional website ___

containing the basic information about the listed entity.

CORPORATE GOVERNANCE UNDER SEBI (LODR) REGULATIONS, 2015

The listed entities which has listed its specified securities on any recognised stock exchange(s) either on the
main board or on SME Exchange or on institutional trading platform has to comply with certain corporate
governance provisions which are specified in Regulations 17 to 27 & 34(3) of the Listing Regulations.

Sl. No. Particulars Listing Regulation

1. Related Party Clause 2(zb)
2. Board Composition 17(1)
3. Appointment of Woman Director 17(1)(a)
4. Size of the Board 17(1)(a)
5. Maximum age of non-executive directors 17 1A
6. Succession planning 17(4)
7. Code of Conduct of Board of Directors & Senior Management 17(5)
8. Prohibited Stock options for IDs 17(6)(d)
9. Performance evaluation of IDs 17 (10)
10. Maximum number of directorships 17A
11. Constitution of Audit Committee 18
12. Constitution of Nomination & Remuneration Committee 19
13. Constitution of Stakeholders Relationship Committee 20
14. Constitution of Risk management Committee 21
15. Formulation of Vigil mechanism 22
16. Related party transactions 23(1)
17. Secretarial Audit 24A
18. Maximum number of directorship of IDs. 25(1)
19. Maximum tenure of IDs 25(2)
20. Separate meeting of IDs 25(3)
21. Liability of IDs 25(5)
22. Filing of Casual Vacancy of IDs 25(6)
23. Familiarisation Programme for Independent Director 25(7)
24. Corporate Governance Report 27(2) (a)
25. Disclosure of different Accounting standard 34(4)
25. Disclosure on Remuneration 34(3)

Exceptions
Regulation 15(2) of the Listing Regulations, the compliance with the corporate governance provisions as
specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V
shall not apply, in respect of following -
1. The listed entity having:-
• paid up equity share capital not exceeding rupees 10 crore and
• net worth not exceeding rupees 25 crore, as on the last day of the previous financial year.
(However, If the provisions of the regulations become applicable to a listed entity at a later date, such listed entity
shall comply with the requirements those regulations within six months from the date on which the provisions
became applicable to the listed entity.)
2. The listed entity which has listed its specified securities on the SME Exchange.
However, for other listed entities which are not companies, but body corporate or are subject to regulations
under other statues, the provisions of corporate governance provisions as specified in regulation 17 to 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall apply to
the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant
authorities.
3. The provisions as specified in regulation 17 shall not be applicable during the insolvency resolution
process period in respect of a listed entity which is undergoing corporate insolvency resolution process under
the Insolvency Code: Provided that the role and responsibilities of the board of directors as specified under
regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance
with sections 17 and 23 of the Insolvency Code.
4. Regulations 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process period in respect of
a listed entity which is undergoing corporate insolvency resolution process under the Insolvency Code.
However, the roles and responsibilities of the committees specified in the respective regulations shall be fulfilled
by the interim resolution professional or resolution professional.
5. Notwithstanding any provisions under Regulation 15(2) stated above, the provisions of Companies Act, 2013
shall continue to apply, wherever applicable.

Board Committees under the SEBI Listing Regulations

VIGIL MECHANISM [REGULATION 22]

• The listed entity shall formulate a vigil mechanism for directors and employees to report genuine
concerns.
• The vigil mechanism shall provide for adequate safeguards against victimization of director(s) or
employee(s) or any other person who avail the mechanism.
• The vigil mechanism shall also provide for direct access to the chairperson of the audit committee in
appropriate or exceptional cases.
 RELATED PARTY TRANSACTIONS [REGULATION 23]

Related Party definitions under Different laws

Under Listing Regulations, 2015

Regulation 2(1) (zb) defines “related party” means a related party as defined under sub-section (76) of section
2 of the Companies Act, 2013 or under the applicable accounting standards.
Provided that any person or entity belonging to the promoter or promoter group of the listed entity and holding
20% or more of shareholding in the listed entity shall be deemed to be a related party.
Provided further that this definition shall not be applicable for the units issued by mutual funds which are listed
on a recognised stock exchange(s).

Under Companies Act, 2013

According to section 2 (76) “related party”, with reference to a company, means —
(i) a director or his relative;
(ii) a key managerial personnel or his relative;
(iii) a firm, in which a director, manager or his relative is a partner;
(iv) a private company in which a director or manager or his relative is a member or director;
(v) a public company in which a director and manager is a director and holds along with his relatives, more
than two per cent of its paid-up share capital;
(vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in
accordance with the advice, directions or instructions of a director or manager;
(vii) any person on whose advice, directions or instructions a director or manager is accustomed to act;
However, nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given
in a professional capacity;
(viii) Any body corporate which is –
(A) a holding, subsidiary or an associate company of such company;
(B) a subsidiary of a holding company to which it is also a subsidiary; or
(C) an investing company or the venturer of the company;”
Explanation. – For the purpose of this clause, “the investing company or the venturer of a company”
means a body corporate whose investment in the company would result in the company becoming an
associate company of the body corporate.
(ix) such other person as may be prescribed.

Policy on materiality of related party transactions

The listed entity shall formulate a policy on materiality of related party transactions and on dealing with related
party transactions including clear threshold limits duly approved by the board of directors and such policy shall
be reviewed by the board of directors at least once every three years and updated accordingly.
Explanation - A transaction with a related party shall be considered material if the transaction(s) to be entered
into individually or taken together with previous transactions during a financial year, exceeds ten percent of the
annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.
 When will a transaction with a related party be material?
With effect from July 01, 2019]42 a transaction involving payments made to a related party with respect to
brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken
together with previous transactions during a financial year, exceed two percent of the annual consolidated
turnover of the listed entity as per the last audited financial statements of the listed entity.

Approval of Audit Committee

All related party transactions shall require prior approval of the audit committee.

Omnibus Approval: Audit committee may grant omnibus approval for related party transactions proposed to be
entered into by the listed entity subject to the following conditions-

(a) the audit committee shall lay down the criteria for granting the omnibus approval in line with the policy
on related party transactions of the listed entity and such approval shall be applicable in respect of
transactions which are repetitive in nature;

(b) the audit committee shall satisfy itself regarding the need for such omnibus approval and that such
approval is in the interest of the listed entity;

(c) the omnibus approval shall specify:

(i) the name(s) of the related party, nature of transaction, period of transaction, maximum amount of
transactions that shall be entered into,

(ii) the indicative base price / current contracted price and the formula for variation in the price if any;
and

(iii) such other conditions as the audit committee may deem fit.

However, where the need for related party transaction cannot be foreseen and aforesaid details are not
available, audit committee may grant omnibus approval for such transactions subject to their value not
exceeding rupees one crore per transaction.

(d) the audit committee shall review, at least on a quarterly basis, the details of related party transactions
entered into by the listed entity pursuant to each of the omnibus approvals given.

(e) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh
approvals after the expiry of one year.

Approval of the shareholders

All material related party transactions shall require approval of the shareholders through resolution and no
related party shall vote to approve such resolutions whether the entity is a related party to the particular
transaction or not.

However, the requirements specified under this sub-regulation shall not apply in respect of a resolution plan
approved under section 31 of the Insolvency Code, subject to the event being disclosed to the recognized stock
exchanges within one day of the resolution plan being approved.

Exceptions
The approval of Audit committee and shareholders shall not be required in the following cases:

(a) transactions entered into between two government companies;

 (b) transactions entered into between a holding company and its wholly owned subsidiary whose accounts
are consolidated with such holding company and placed before the shareholders at the general meeting
for approval.

Government Company(ies) means Government Company as defined in sub-section (45) of section 2 of the
Companies Act, 2013.

Other provisions
• The provisions of this regulation shall be applicable to all prospective transactions.

• For the purpose of this regulation, all entities falling under the definition of related parties shall not
vote to approve the relevant transaction] irrespective of whether the entity is a party to the particular
transaction or not.

• All existing material related party contracts or arrangements entered into prior to the date of notification
of these regulations and which may continue beyond such date shall be placed for approval of the
shareholders in the first General Meeting subsequent to notification of these regulations.

• The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated
financial results for the half year, disclosures of related party transactions on a consolidated basis, in
the format specified in the relevant accounting standards for annual results to the stock exchanges and
publish the same on its website.

IN-PRINCIPLE APPROVAL OF RECOGNIZED STOCK EXCHANGE(S) [REGULATION 28]

The listed entity, before issuing securities, shall obtain an ‘in-principle’ approval from recognised stock
exchange(s) in the following manner:

(a) where the securities are listed only on recognised stock exchange(s) having nationwide trading
terminals, from all such stock exchange(s);

(b) where the securities are not listed on any recognised stock exchange having nationwide trading
terminals, from all the stock exchange(s) in which the securities of the issuer are proposed to be listed;

(c) Where the securities are listed on recognised stock exchange(s) having nationwide trading terminals
as well as on the recognised stock exchange(s) not having nationwide trading terminals, from all
recognised stock exchange(s) having nationwide trading terminals.

The requirement of obtaining in-principle approval from recognised stock exchange(s), shall not be applicable
for securities issued pursuant to the scheme of arrangement for which the listed entity has already obtained
No-objection Letter from recognised stock exchange(s) in accordance with regulation 37.

ROLE OF COMPANY SECRETARY

For CS in Employment
 A listed entity shall appoint a Qualified Company Secretary as the Compliance Officer. The compliance
officer of the listed entity shall be responsible for –

• ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.

• co-ordination with and reporting to SEBI, 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.
 • 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.

• monitoring email address of grievance redressal division as designated by the listed entity for the
purpose of registering complaints by investors.

 The listed entity shall submit a compliance certificate to the exchange, duly signed by both the
compliance officer of the listed entity and the authorised representative of the share transfer agent,
wherever applicable, within one month of end of each half of the financial year, certifying that all
activities in relation to both physical and electronic share transfer facility are maintained either in house
or by Registrar to an issue and share transfer agent registered with SEBI.

 “Senior Management” shall mean Officers/Personnel of the listed entity who are members of its
core management team excluding Board of directors and normally this shall comprise all members
of management one level below Chief Executive Officer/ Managing Director/ Whole Time Director/
Manager (including Chief Executive Officer/Manager, in case they are not part of the board) and shall
specifically include Company Secretary and Chief Financial Officer.

For Company Secretary in Practice

In addition to the above responsibilities, the following are the recognition to Company Secretary under the SEBI
Listing Regulations, 2015 :

Certificate regarding Transfer of Securities

• Certification to the effect that all transfers have been completed within the stipulated time. [Regulation
40(9)]

Certificate Regarding Compliance of Conditions of Corporate Governance under SEBI

Listing Regulations
• SEBI listing regulations authorizes Company Secretary in Practice to issue certificate regarding
compliance of conditions of Corporate Governance. [Schedule V, clause E]

Certificate Regarding Maintenance of 100% Asset Cover

• To issue half yearly certificate regarding maintenance of 100% security cover in respect of listed non-
convertible debt securities. [Regulation 56(1)] (d)]

Secretarial Audit Report

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit
and shall annex with its Annual Report, a Secretarial Audit Report, given by a Company Secretary in Practice,
in such form as may be specified with effect from the year ended March 31, 2019.[ Regulation 24A]

Certification regarding Director’s Disqualification

A certificate from a Company Secretary in Practice that none of the directors on the board of the company have
been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/
Ministry of Corporate Affairs or any such Statutory Authority. [Schedule V, Part C, Clause 10 (i)]