SEBI LODR — Listing Obligations and Disclosure Requirements for Listed Companies

SEBI LODR (Listing Obligations and Disclosure Requirements) Regulations 2015 govern the obligations of companies listed on Indian stock exchanges (BSE, NSE). These regulations set comprehensive corporate governance standards, disclosure requirements and financial reporting timelines. Here is the guide to key LODR compliance for listed companies.

Board Composition Requirements

• At least one-third of the board should be independent directors (one-half for non-executive chairman)
• At least one woman director
• Chairperson of the Board should not be the MD/CEO (for top 500 companies by market cap)
• Maximum 7 listed company directorships per person
• Independent directors cannot hold office for more than two consecutive terms of 5 years each

Mandatory Committees

• Audit Committee: Minimum 3 directors (majority independent); reviews financials, auditors, internal controls, related party transactions
• Nomination and Remuneration Committee: Minimum 3 members (majority independent); oversees director appointments and executive pay
• Stakeholders Relationship Committee: Handles shareholder/investor grievances
• Risk Management Committee: Required for top 1,000 listed entities; oversees cyber security and risk framework
• CSR Committee: Required if CSR threshold is met (net worth ₹500 crore+ or turnover ₹1,000 crore+ or net profit ₹5 crore+)

Periodic Disclosure Requirements

• Quarterly financial results: Within 45 days of quarter end (60 days for the last quarter/annual results)
• Annual Report: Send to shareholders at least 21 days before AGM
• Shareholding Pattern: Within 21 days of each quarter end
• Statement of Investor Complaints: Within 21 days of quarter end
• Board meeting schedule: Intimate stock exchange at least 5 working days before board meeting to discuss financial results

Related Party Transactions (RPT)

All material related party transactions (those above 10% of annual consolidated turnover) require approval of shareholders through ordinary resolution. All RPTs require prior approval of the Audit Committee. Listed companies must file half-yearly RPT disclosures.

Continuous Disclosure Obligations

• Price-sensitive information must be disclosed immediately to stock exchanges (trading window closure for insiders)
• Material events (litigation, mergers, key management changes) must be disclosed promptly
• IEPF (Investor Education and Protection Fund) compliance for unclaimed dividends and shares

Conclusion

SEBI LODR compliance is a comprehensive, year-round obligation for listed companies — covering governance, periodic disclosures, continuous disclosure and investor protection. SPOTON provides LODR compliance advisory and filing support for listed companies and their CS professionals. Contact us for expert listed company compliance services.