CS Atul Mehta SEBI LODR Regulations, 2015

???? SEBI (LODR) Regulations, 2015: Overview

Objective:

To consolidate and streamline the obligations and disclosure requirements for listed entities to ensure better corporate governance and transparency.

Key Chapters and Provisions:

1. Chapter II: Principles Governing Disclosures and Obligations

   • Establishes principles like fairness, transparency, and equal treatment for all shareholders.

2. Chapter III: Common Obligations for All Listed Entities

   • Submission of financial results.

   • Disclosure of material events/information (Regulation 30).

   • Preservation of records and policies.

3. Chapter IV: Corporate Governance Provisions

   • Board composition (Independent Directors, Women Directors).

   • Formation of Audit, Nomination & Remuneration Committees.

   • Related party transactions and disclosures.

4. Chapter V: Provisions Specific to Certain Types of Securities

   • Requirements for non-convertible debt securities, NCRPS, etc.

5. Chapter VI–IX: Specific Provisions

   • Cover entities like REITs, InvITs, Municipal Bonds, etc.

6. Chapter X: Miscellaneous

   • Addresses general matters such as stock exchange obligations.

Important Schedules:

• Schedule III: Format for disclosure of events or information.

• Schedule V: Annual report disclosures including remuneration and corporate governance.

???? Master Circular for Compliance (as updated by SEBI)

SEBI issues Master Circulars to consolidate all applicable compliance requirements into one place for ease of understanding by listed entities and market participants.

Key Contents of Master Circular:

1. Disclosure Requirements:

   • Format and timing of financial statements.

   • Corporate governance reports.

   • Voting results, shareholding patterns.

2. Event-Based Disclosures:

   • Board meetings, dividends, M&A activity.

   • Credit rating actions.

   • Resignation of key managerial personnel.

3. Compliance Calendar:

   • Timelines for quarterly, half-yearly, and annual disclosures.

4. Penalties and Enforcement:

   • Consequences of non-compliance including fines, suspension, and delisting.

5. Exemptions/Relaxations:

   • Provisions for SME listed entities, debt-listed companies, etc.

✅ Compliance Responsibilities of Listed Entities

???? Latest Updates (as of 2024–2025)

• Amendments regarding ESG disclosures (BRSR Core).

• Enhanced roles of Audit Committees in monitoring related party transactions.

• Tightened disclosure timelines and thresholds for material events.