SEBI (LODR) Regulations, 2015: To Buy Lectures of & All Subjects Visit or Contact or Download

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Chapter 5
SEBI (LODR) 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:
To align clauses of the Listing Agreement with Companies Act, 2013, &
To consolidate the conditions under Different Securities listing agreements in one
Single Regulation.
Specified securities listed on main board or SME Exchange or Institutional Trading

Platform (ITP);
Non-convertible debt securities, Non-convertible redeemable preference shares,
Perpetual debt instrument, Perpetual non-cumulative preference shares
Indian depository receipts (IDRs)
Securitised debt instruments;
Units issued by mutual funds;
Any other securities as may be specified by SEBI.
The obligations of listed entities have been classified under following categories –
Common obligations (Applicable for all listed entities)
Obligations of Listed entities which has listed its Specified Securities
Obligations of Listed entities which has listed its Non-Convertible Debt Securities or
Non-Convertible Redeemable Preference Shares or both
Obligations of Listed entities which has listed its Specified Securities and either Non-
Convertible Debt Securities or Non-Convertible Redeemable Preference Shares or both
Obligations of Listed entities which has listed its Indian depository receipts,
Obligations of Listed entities which has listed its Securitised debt instruments
Obligations of Listed entities which has listed its units issued by mutual funds
One Time Quarterly Half yearly Yearly Event based

Compliances Compliances Complianc Compliances Compliances
es
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Regulation No Subject Matter

Regulation 5 General obligation of compliance
Regulation 6 Appointment of Compliance Officer
Regulation 7(1) Appointment of Share Transfer Agent
Regulation 7(3) Submission a Compliance Certificate to the Exchange
Regulation 7(4) Alteration in Share Transfer Agent
Regulation 7(5) Intimation to Stock Exchange
Proviso of Non- Applicability of provisions of Compliance Officer
Regulation 7
Regulation 8 Co-operation with intermediaries registered with SEBI
Regulation 9 Preservation of documents
Regulation 10 Filing of Information
Regulation 11 Applicability of Scheme of arrangement
Regulation 12 Payment of dividend or interest or redemption or repayment
Regulation 13 Grievance Redressal Mechanism
Regulation 14 Fees and other Charges to be paid to the Recognized Stock
Exchange(s)
Common Obligations of Listed Entities which has listed its Specified Securities
Regulation 15(1) Applicability
Regulation 15(2) Non- Applicability
Regulation 22 Vigil Mechanism
Regulation 28 In-principle approval of recognized stock exchange(s)
Regulation 29(1)(a) Prior Intimation to Stock exchange about Board Meeting
& 29(2)
Regulation 29(1)(b) Prior Intimation to Stock exchange about Board Meeting
to 29(1)(f) & 29(2)
Regulation 29(3) Prior Intimation to Stock exchange about Board Meeting
Regulation 30(6) Disclosure of events or information:-

– Disclosure of Material Event
– Materiality
– Criteria for Determination of Materiality of Events
Information
– Authorization to KMP
– Intimation to Stock Exchange
– Continuation of Disclosure to Stock Exchange
– Disclosure on Website
– Disclosure relating to Materiality of Subsidiary

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Regulation 31 Holding of specified securities and shareholding pattern

Regulation 31A Disclosure of Class of shareholders and Conditions for
Reclassification
Regulation 32 Statement of deviation(s) or variation(s)
Regulation 33 Financial Results
Regulation 34 Annual Report
Regulation 35 Annual Information Memorandum
Regulation 36 Documents & information to shareholders
Regulation 37 Draft Scheme of Arrangement &Scheme of Arrangement
Regulation 38 Minimum Public Shareholding
Regulation 39 Issuance of Certificates or Receipts/Letters/Advices for securities
and dealing with unclaimed securities.
Regulation 40 Transfer or transmission or transposition of securities.
Regulation 41 Other provisions relating to securities
Regulation 42 Record Date or Date of closure of transfer books
Regulation 43 Dividends
Regulation 44 Voting by Shareholders
Regulation 45 Change in name of the listed entity
Regulation 46 Website
Regulation 47 Advertisements in Newspapers
Regulation 48 Accounting Standards
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)

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Quarterly Compliances
Regulation Particulars Time Limit
13(3) The listed entity shall file with the recognised within 21 days from
stock exchange, a statement giving the number end of quarter
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 within 15 days from

compliance report on corporate governance in close of the quarter
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 within 21 days from the
exchange(s) a statement showing holding of end of each quarter
securities and 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 within 45 days of end
year-to-date financial results to the stock of each quarter, other
exchange than the last quarter.
Half Yearly Compliances

7(3) The listed entity shall submit a compliance Within one month of
certificate to the exchange, duly signed by both end of each half of the
the compliance officer of the listed entity and financial year.
the authorised representative of the share
transfer agent
40(9) The listed entity shall ensure that the share within one month of
transfer agent and/or the in-house share the end of each half of
transfer facility, as the case may be, produces a the financial year
certificate from a Practising company secretary

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Yearly Compliances
14 The listed entity shall pay all such fees or within 30 days of the
charges, as applicable, to the recognised stock end of financial year
exchange(s), in the manner specified by SEBI or
the recognised stock Exchange (s).
33(3) The listed entity shall submit annual audited within 60 days from the
standalone financial results with audit report end of the financial
and Statement on Impact of Audit year
Qualifications applicable only for audit report
with modified opinion to the stock exchange
34 The listed entity shall submit the annual report within twenty one
to the stock exchange working days of it
being approved and
adopted in the annual
general meeting
Event Based Compliances

Regulation Particulars Due date
7(5) The listed entity shall intimate the appointment Within 7 days of
of Share Transfer Agent, to the stock exchange(s) Agreement with RTA
28(1) The listed entity shall obtain In-principle Prior to issuance of
approval from recognised stock exchange Security
29(1)(a) Prior Intimations of Board Meeting for financial At least 5 clear days in
read along Result viz. quarterly, half yearly or annual, to the advance (excluding
with stock exchange(s) the date of the
proviso to intimation and the
29 (2) date of the meeting)
29(1)(b),(c), Prior Intimations of Board Meeting for Buyback, At least 2 working
(d),(e) & (f) Voluntary delisting , Fund raising by way of days in advance
read along FPO, Rights Issue, ADR, GDR, QIP, FCCB,
with 29 (2) Preferential issue, debt issue or any other
method, Declaration/ recommendation of
dividend, issue of convertible securities carrying
a right to subscribe to equity shares or the
passing over of dividend, proposal for
declaration of Bonus securities etc., to the stock
exchange(s)

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29(3) Prior Intimations of Board Meeting for alteration At least 11 clear

in nature of Securities, alteration in the date on working days in
which interest on Advance
debentures/bonds/redemption amount, etc.
shall be payable to the stock exchange(s)
30(6) Disclosure of Price Sensitive Information to the Not later than twenty
stock exchange(s) four hours as per Part
A of Schedule III
31(1)(a) The listed entity shall submit to the stock One day prior to
exchange(s) a statement showing holding of listing of Securities
securities and shareholding pattern separately
for each class of securities prior to listing of
securities
31(1)(c) The listed entity shall submit to the stock Within 10 days of any
exchange(s) a statement showing holding of change in capital
securities and shareholding pattern separately Structure exceeding
for each class of securities in case of Capital 2% of the total paid-
Restructuring up share capital.
37(2) The listed entity shall file draft Scheme of Prior approval before
Arrangement to the stock exchange(s) filing with Court
42(2) The listed entity shall intimate the record date or At least 7 clear
date of closure of transfer books to all the stock working days in
exchange(s) advance
42(3) The listed entity shall give notice to stock At least 5 clear
exchange(s) of Record date for declaring working days in
dividend and/or cash bonus advance
44(3) The listed entity shall submit to the stock Within 48 Hours of
exchange details regarding voting results by conclusion of its
Shareholders General Meeting
45(3) The listed entity shall allowed to change its Prior approval from
name Stock Exchange(s)

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’
Regulation Subject Particulars
No
Regulation Independent Independent Director" means a non-executive director,
16(1)(b) Director other than a nominee director of the listed entity –
 who, in the opinion of the board of directors, is a
person of integrity and possesses relevant expertise
and experience;
 who is or was not a promoter of the listed entity or its
holding, subsidiary or associate company or member
of the promoter group of the listed entity;
 who is not related to promoters or directors in the
listed entity, its holding, subsidiary or associate
company;
 who, apart from receiving director's remuneration, has
or had no material pecuniary relationship with the
listed entity, its holding, subsidiary or associate
company, or their promoters, or directors, during the
two immediately preceding financial years or during
the current financial year;
 None of whose relatives has or had pecuniary
relationship or transaction with the listed entity, its
holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent. or
more of its gross turnover or total income or Rs. 50
lakhs or such higher amount as may be prescribed
from time to time, whichever is lower, during the two
immediately preceding financial years or during the
current financial year;
 who, neither himself, nor whose relative(s) holds or
has held the position of a key managerial personnel or
is or has been an employee of the listed entity or its
holding, subsidiary or associate company in any of the
three financial years immediately preceding the
financial year in which he is proposed to be appointed;
 who, neither himself, nor whose relative(s) is or has
been held the position of a key managerial personnel
or has been an employee of the listed entity or its
holding, subsidiary or associate company or its or

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proprietor or a partner, in any of the three financial

years immediately preceding the financial year in
which he is proposed to be appointed,
 who, neither himself, nor whose relative(s) is or has
been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the -
who, neither himself, nor whose relative(s) is or has
been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the
financial year in which he is proposed to be appointed,
of –
 a firm of auditors or company secretaries in
practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or
 o any legal or a consulting firm that has or had any
transaction with the listed entity, its holding,
subsidiary or associate company amounting to ten
per cent or more of the gross turnover of such firm;
 who, neither himself, nor whose relative(s) holds
together with his relatives 2% or more of the total
voting power of the listed entity; or
 who, neither himself, nor whose relative(s) is a chief
executive or director, by whatever name called, of any
non-profit organization that receives twenty-five per
cent or more of its receipts or corpus from the listed
entity, any of its promoters, directors or its holding,
subsidiary or associate company or that holds two per
cent or more of the total voting power of the listed
entity; who, neither himself, nor whose relative(s) is a
material supplier, service provider or customer or a
lessor or lessee of the listed entity;
 who is not less than 21 years of age;
 Who is not a non-independent director of another
company on the board of which any non-independent
director of the listed entity is an independent director.
Regulation Composition The Composition of Board of directors of the listed entity
17(1) of Board of shall be as follows:
Directors Executive/Non Executive:
 Board of Directors shall have an optimum combination

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of executive and non-executive directors:-

 One Women Director
 At least 50% of Board of Directors shall comprise of
Non-Executive Director.
The board of directors of the top 1000 listed entities (with
effect from April 1, 2019) and the top 2000 listed entities
(with effect from April 1, 2020) shall comprise of not less
than six directors.
Independent Director:
 If Chairman of the Board is Non-Executive director
 at least(1/3) one-third of the board of directors
shall comprise of independent directors.
 where the listed entity does not have a regular non-

executive chairperson
 at least (1/2) half of the board of directors shall
comprise of independent directors
 where the regular non-executive chairperson is a

promoter of the listed entity; or is related to any
promoter; or is related to person occupying
management positions at the level of board of director;
or at one level below the board of directors;
 at least (1/2) half of the board of directors of the
listed entity shall consist of independent directors.
With effect from April 1, 2020, the top 500 listed entities
shall ensure that the Chairperson of the board of such
listed entity shall –
a) be a non-executive director;
b) not be related to the Managing Director or the Chief
Executive Officer as per the definition of the term
“relative” defined under the Companies Act, 2013.
The above two clauses shall not be applicable to the listed

entities which do not have any identifiable promoters as
per the shareholding pattern filed with stock exchanges.
Woman Director –
The Board of Directors of the Listed Entity shall have at
least one woman director. –
Provided that, the Board of directors of the top 500 listed

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entities shall have at least one independent woman

director by April 1, 2019 and the Board of directors of the
top 1000 listed entities shall have at least one independent
woman director by April 1, 2020.
Regulation Frequency of  At least 4 Board meeting
17(2) Meeting  Maximum Gap Between two meetings 120 days
Regulation Quorum of The quorum for every meeting of the board of directors of
17(2A) Board the top 1000 listed entities with effect from April 1, 2019
Meeting and of the top 2000 listed entities with effect from April 1,
2020 shall be one-third of its total strength or three
directors, whichever is higher, including at least one
independent director.
Regulation Review of  The board of directors shall periodically review
17(3) Compliance compliance reports pertaining to all laws applicable to
report the listed entity.
 The board of directors shall periodically review steps
taken by the listed entity to rectify instances of non-
compliances.
Regulation Duties of  Plans for Ordinary succession of appointment: The
17(4) & (5) Board of board of directors of the listed entity shall satisfy itself
Directors that plans are in place for orderly succession for
appointment to the board of directors and senior
management.
 Code of Conduct: The board of directors shall lay
down a Code of Conduct for all members of board of
directors and senior management of the listed entity.
The code of conduct shall be posted on the website of
the Listed Entity.
 Duties of Independent Director: The code of conduct
shall suitably incorporate the duties of independent
directors as laid down in the Companies Act, 2013.
Regulation Fees or  The board of directors shall recommend all fees or
17(6) Compensatio compensation, if any, paid to non-executive directors,
n including independent directors and shall require
approval of Shareholders in General Meetings.
 The requirement of obtaining approval of shareholders
in General Meeting shall not apply to payment of
sitting fees to Non- Executive Directors, if made within
the limits prescribed under Companies Act, 2013.
 Approval of shareholders mentioned above, shall
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specify the limits for the maximum number of stock

options that may be granted to non-executive
directors, in any financial year and in aggregate.
 Independent Director shall not entitle to any Stock
Option.
 The approval of shareholders by special resolution
shall be obtained every year, in which the annual
remuneration payable to a single non-executive
director exceeds fifty per cent of the total annual
remuneration payable to all non-executive directors,
giving details of the remuneration thereof.
Regulation Compliance The Chief Executive Officer and the Chief Financial Officer
17(8) Certificate shall provide the compliance certificate to the board of
directors as specified in Part B of Schedule II.
Regulation Risk  The board of directors shall be responsible for framing,
17(9) Management implementing and monitoring the risk management
Plan plan for the listed entity.
 Listed entity shall lay down procedure to inform

members of the Board about risk assessment and
minimization process.
Regulation Performance The evaluation of independent directors shall be done by
17(10) evaluation of the entire board of directors which shall include –
Independent a) performance of the directors; and
Director b) fulfillment of the independence criteria as specified in
these regulations and their independence from the
management.
Provided that in the above evaluation, the directors who

are subject to evaluation shall not participate.
Regulation Audit  Every Listed Entity shall constitute a Qualified and
18 Committee independent audit committee in accordance with the
terms subject to the followings:-
 The audit committee shall have minimum Three
directors as members and
 2/3 (Two-thirds) of the members of committee
shall be independent directors.
 All members of Committee shall be financially
literate and at least one member has expertise in
accounting or related financial management.

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 The chairperson of the audit committee shall be an

independent director and he shall be present at
AGM to answer shareholder queries.
 The Company Secretary shall act as the secretary to
the audit committee. The audit committee at its
discretion shall invite the finance director or head
of the finance function, head of internal audit and a
representative of the statutory auditor and any
other such executives to be present at the meetings
of the committee.
 However, occasionally the audit committee may
meet without the presence of any executives of the
listed entity.
 The listed entity shall conduct the meetings of the

audit committee in the following manner:
 Four Meetings in a year
 Maximum gap between two meetings 120 days
 Quorum shall be 2 members or 1/3rd of the
members of the audit committee, whichever is
greater, with at least 2 independent directors.
 The audit committee shall have powers to
investigate any activity within its terms of
reference, seek information from any employee,
obtain outside legal or other professional advice
and secure attendance of outsiders with relevant
expertise, if it considers necessary.
Note:- The Role of the audit committee and the

INFORMATION TO BE REVIEWD by the audit
committee shall be as specified in Part C of Schedule II.
Regulation Nomination  The Board of Directors shall constitute the nomination
19 and and remuneration committee as follows:
Remuneratio  The committee shall comprise of at least three
n committee directors.
 All the directors of the committee shall be Non-
Executive directors and
 At least 50% of the directors shall be Independent
directors.
 The Chairperson of the nomination committee shall be

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independent director. However, where chairperson of

listed entity is executive or non-executive, may appoint
as a member and shall not chair such committee.
 The chairperson of such committee may present at the

AGM, to answer the shareholder‘s queries.
Regulation Stakeholder Purpose of constitution :- To look into the mechanism of
20 Relationship redressal of grievances of :-
Committee  shareholders,
 debenture holders and
 other security holders
 The chairperson of such committee shall be a Non-

Executive Director.
 At least three directors, with at least one being an

independent director, shall be members of the
Committee.
Regulation Risk  The board of directors shall constitute Risk
21 Management Management Committee, shall be define the role and
Committee responsibility of the Risk Management Committee,
and may delegate monitoring and reviewing of the risk
management plan to the committee and such other
functions as it may deem fit.
 The majority of members of such Committee shall

consist of members of the board of directors.
 The Chairperson of such committee shall be a member

of the board of directors and senior executives of the
listed entity may be members of the committee.
Regulation Vigil  Purpose: The listed entity shall formulate a vigil
22 Mechanism 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 also provides for direct access to

the chairperson of the audit committee in appropriate

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or exceptional cases.
Regulation Alternate No person shall be appointed or continue as an alternate
25 Director not director for an independent director of a listed entity with
to effect from October 1, 2018.
continue/app
oint for
independent
director
 Limit of  A person shall serve as an independent director not

Directors more than seven listed entities. If such person is whole
hip as time director in any entities then he shall be serving as
Independ independent director not more than three listed
ent entities.
Director
 Tenure of  The maximum tenure of independent directors shall be

Independ in accordance with the Companies Act, 2013 and rules
ent made thereunder, in this regard, from time to time.
Director
 Meeting  The independent directors of the listed entity shall

of hold at least one meeting in a year. Non-Independent
Independ Director and Members of the Management will not
ent present in such Meeting. All the Independent Directors
Director shall strives to present in such Meeting.
 Agenda  The Independent director in the meeting shall :-

for the  Review the performance of non- independent
Meeting directors and the board of directors as a whole.
of  Review the performance of the chairperson of the
Independ listed entity.
ent (Taking into account the views of executive
Director directors and non-executive directors)
 Assess the quality, quantity and timeliness of flow
of information between the management of the
listed entity and the board of directors that is
necessary for the board of directors to effectively
and reasonably perform their duties.

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 Liability  An independent director shall be held liable, ONLY in

of respect of such acts of omission or commission by the
Independ listed entity which had occurred:-
ent  with his knowledge and
Director  attributable through processes of board of
directors, and
 with his consent or connivance or
 Where he had not acted diligently with respect to
the provisions contained in these regulations.
 Intermitte  Any Intermittent Vacancy of an Independent director
nt shall be filled-up by the Board of Directors at the
vacancy earliest but not later than:
of an  Immediate Next Board Meeting OR
Independ  3 (Three) Months from the date of such vacancy,
ent whichever is Later.
Director  If the listed entity fulfils the requirement of
independent directors in its board of directors
without filling the vacancy created by such
resignation or removal, the requirement of
replacement by a new independent director shall
not apply.
 Therefore, a listed entity must maintain the
minimum number of Independent directors in its
board in case of removal or resignation of any
director at the earliest but not later than 3 months
of such resignation or removal.
 Duties of  The listed entity shall familiarize the independent

the directors through various programmes about the listed
Company entity, including the following:
towards  Nature of the industry in which the listed entity
Independ operates;
ent  Business model of the listed entity;
Director  Roles, rights, responsibilities of independent
directors; and
 Any other relevant information
 Declarati  Every independent director shall, at the first meeting

on of of the board in which he participates as a director and
Criteria thereafter at the first meeting of the board in every

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of financial year or whenever there is any change in the

Independ circumstances which may affect his status as an
ence independent director, submit a declaration that he
meets the criteria of independence and that he is not
aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or
impact his ability to discharge his duties with an
objective independent judgment and without any
external influence.
 D and O  With effect from October 1, 2018, the top 500 listed
insurance entities by market capitalization calculated as on
March 31 of the preceding financial year, shall
undertake Directors and Officers insurance (‘D and O
insurance’) for all their independent directors of such
quantum and for such risks as may be determined by
its board of directors.
Regulation Obligations  A Director shall not be :-
26 of Directors  Member in more than 10committees.
and Senior  Chairman in more than 5committees.
Management,
Key  For reckoning the limit, ONLY Audit committee and
Managerial Stakeholder’s relationship Committee are considered.
Persons,  The limit of the committees on which a director may
Directors and serve in all public limited companies, whether listed or
Promoters not, shall be included and all other companies
including private limited companies, foreign
companies and companies under Section 8 of the
Companies Act, 2013 shall be excluded.
Duties of Directors
 Every director shall inform the listed entity about the
committee positions he or she occupies in other listed
entities and notify changes as and when they take
place.
 All members of the board of directors and senior

management personnel shall affirm compliance with
the code of conduct of board of directors and senior
management on an annual basis.

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 Non-executive directors shall disclose their

shareholding, held either by them or on a beneficial
basis for any other persons in the listed entity in which
they are proposed to be appointed as directors, in the
notice to the general meeting called for appointment of
such director.
 Senior management shall make disclosures to the

board of directors relating to all material, financial and
commercial transactions, where they have personal
interest that may have a potential conflict with the
interest of the listed entity at large.
 All interested persons involved in the transaction

covered under the agreement shall abstain from voting
in the general meeting.
Regulation Quarterly  The listed entity shall submit a quarterly compliance
27 Compliance report on corporate governance in the format as
Report on specified by SEBI from time to time to the recognized
Corporate stock exchange(s) within fifteen days from close of the
Governance quarter.
 Details of all material transactions with related parties

shall be disclosed.
 Report shall be sign either by Compliance officer or by

Chief Executive officer.

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Particulars Listing Regulations Companies Act 2013

Size of the Regulation 17(1)(a) Section 149 (1)
Board It stipulates the minimum
The board of directors shall have an
number of director as three in
optimum combination of executive
case of public company, two in
and non-executive directors with at
case of private company and one
least one woman director.
in case of One Person Company.
Regulation 17 (1) (c) The maximum number of
directors stipulated is 15.
The board of directors of the top
Provided that a company may
1000 listed entities(with effect from
appoint more than fifteen
April 1, 2019) and the top 2000 listed
directors after passing a special
entities (with effect from April 1,
resolution.
2020) shall comprise of not less than
six directors.
Board Regulation 17(1) (b) Section 149(4)
Composition  At least 50% of the board of It provides that every public
directors shall comprise oflisted company shall have at-least
non-executive directors. one third of total number of
 If the chairperson of the directors as independent directors
and Central Government may
board of directors is a non-
further
executive director, at least prescribe minimum
1/3rd of the board of number of independent directors
directors shall comprise ofin any class or classes of
independent directors. company.
 If the chairperson of the Rule 4 (1) of the Companies
board of directors is not a(Appointment and Qualification
non-executive director, at of Directors) Rules, 2014
least 50% of the board of prescribes that the following class
directors shall comprise ofor classes of companies shall have
independent directors. at least two independent
directors:-
Regulation 17 (1A)
 Public Companies having
 A listed entity shall not
paid-up share capital of 10
appoint a person or continue
crore rupees or more; or
the directorship of any
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person as a non-executive  Public Companies having

director who has attained the turnover of 100 crore
age of seventy five years rupees or more; or
unless a special resolution is  Public Companies which
passed to that effect, in have, in aggregate,
which case the explanatory outstanding loans,
statement annexed to the debentures and deposits,
notice for such motion shall exceeding 50 crore rupees.
indicate the justification for
Rule 4 (2) of the Companies
appointing such a person.
(Appointment and Qualification
Regulation 17 (1B) of Directors) Rules, 2014
 With effect from April 1, prescribes that the following
2020, the top 500 listed classes of unlisted public
entities shall ensure that the company shall not be covered
Chairperson of the board of under sub-rule (1), namely:-
such listed entity shall – (a) a joint venture;
 (a) be a non-executive (b) a wholly owned subsidiary;
director; and
 (b) not be related to the (c) a dormant company as defined
Managing Director or the under section 455 of the Act.
Chief Executive Officer as
per the definition of the term
“relative” defined under the
Companies Act, 2013.
 Provided that this sub-
regulation shall not be
applicable to the listed
entities which do not have
any identifiable promoters as
per the shareholding pattern
filed with stock exchanges.
Appointment Regulation 17(1)(a) Section 149(1) and Companies
of Woman The Board of Directors of the Listed (Appointment and Qualification
Director Entity shall have at least one woman of Directors) Rules, 2014
director. Rule (3) read with Section 149(1)
provides that :-
Provided that, the Board of directors
(i) every listed company;
of the top 500 listed entities shall
(ii) every other public company
have at least one independent
having -
woman director by April 1, 2019 and
CS Tushar Pahade
the Board of directors of the top 1000 (a) paid–up share capital of
listed entities shall have at least one Rs.100 crores or more; or
independent woman director by (b) Turnover of Rs.300 crore or
April 1, 2020. more shall appoint at least one
woman director.
(Note: The above proviso is inserted A company shall comply with
vide SEBI Amendment dated May provisions within a period of six
09, 2018) months from the date of its
incorporation.
Maximum Regulation 17A Section 165
number of The directors of listed entities shall A person shall not hold office as a
Directorship comply with the following director, including any alternate
conditions with respect to the directorship in more than 20
maximum number of directorships, companies at the same time.
including any alternate directorships The max number of public
that can be held by them at any companies in which a person can
point of time – be appointed as a director shall
(1) A person shall not be a director in not exceed 10.
more than eight listed entities with
effect from April 1, 2019 and in not
more than seven listed entities with
effect from April 1, 2020.
Provided that a person shall not
serve as an independent director in
more than seven listed entities.
(2) Notwithstanding the above, any
person who is serving as a whole
time director / managing director in
any listed entity shall serve as an
independent director in not more
than three listed entities.
For the purpose of this sub-
regulation, the count for the number
of listed entities on which a person is
a director / independent director
shall be only those whose equity
shares are listed on a stock exchange.
(Note: This regulation is inserted
vide SEBI Amendment dated May
09, 2018)
CS Tushar Pahade
Succession Regulation17(4) There is no such provision.

planning The Board of Director of the Listed
Entity shall satisfy itself that plans
are in place for orderly succession
for appointments to the Board of
Director and to senior management.
Code of Regulation17(5) Section 149(8) provides that the
Conduct The board shall lay down a code of company and the independent
of Board of conduct for all Board members and directors shall abide by the
Directors & seniors management of the Listed provisions specified in Schedule
Senior Entity. The code of conduct shall be IV.
Management posted on the website of the Listed
Entity.
All Board members and senior
management personnel shall affirm
compliance with the code on an
annual basis. The Annual Report of
the Listed Entity shall contain a
declaration to this effect signed by
the CEO.
The Code of Conduct shall suitably
incorporate the duties of
Independent Directors as laid down
in the Companies Act, 2013.
Prohibited Regulation 17(6)(d) Section 197(7)
Stock Independent directors shall not be Independent directors shall not
options for entitled to any stock options. be entitled to any stock option.
IDs
Performance Regulation 17 (10) Section 178(2) read with Schedule
evaluation of The evaluation of independent IV
IDs directors shall be done by the entire The Nomination and
board of directors which shall Remuneration Committee shall
include - (a) performance of the identify persons who are
directors; and (b) fulfilment of the qualified to become directors and
independence criteria as specified in who may be appointed in senior
these regulations and their management in accordance with
independence from the the criteria laid down,
management: Provided that in the recommend to the Board of
above evaluation, the directors who director their appointment and
are subject to evaluation shall not removal and shall specify the
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participate. manner for effective evaluation of

performance of Board, its
committees and individual
directors to be carried out either
by the Board, by the Nomination
and Remuneration Committee or
by an independent external
agency and review its
implementation and compliance.
Qualification The qualifications of IDs are not Rule 5 (1) of Companies

of specified in the SEBI Listing (Appointment and Qualification
IDs Regulations. of Directors) Rules, 2014
An independent director shall
possess appropriate skills,
experience and knowledge in one
or more fields of finance, law,
management, sales, marketing,
administration, research,
corporate governance, technical
operations or other disciplines
related to the company’s
business.
Constitution Regulation 18 Section 177 read with Rule 6 of

of Audit A listed Entity shall set up a Companies (Meeting of Board
Committee qualified and independent audit and Its Powers) Rules, 2014
committee shall be set up, giving the It states that the Board of
terms of reference subject to the directors of every listed company
following: and such class of companies as
1. The audit committee shall have prescribed under Rule 6, shall
minimum three directors as constitute an Audit Committee.
members. Two-thirds of the Rule 6 prescribes that the Board
members of audit committee shall be of directors of every listed public
independent directors. company and a company covered
2. All members of audit committee under rule 4 of the Companies
shall be financially literate and at (Appointment and Qualification
least one member shall have of Directors) Rules, 2014 shall
accounting or related financial constitute an 'Audit Committee'
management expertise. and a 'Nomination and
3. The chairperson of the Audit Remuneration Committee of the
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Committee shall be an Independent Board.

Director. The Audit Committee shall
consist of a minimum three
directors with independent
directors forming a majority
provided that majority of
members of Audit Committee
including its chairperson shall be
person with ability to read and
understand the financial
statement.
Constitution Regulation 19 Section 178 and Rule 6 of
of The Listed Entity through its Board Companies (Meetings of Board
Nomination & of directors shall constitute the and its Powers) Rules, 2014
Remuneration nomination and remuneration The Board of directors of every
Committee committee which shall comprise at listed companies and such class
least 3 directors, all of whom shall be or classes of companies as
non-executive directors and at least prescribed under Rule 6, shall
½ shall be independent. constitute a Nomination and
A. Chairperson of the committee Remuneration Committee of the
shall be an Independent Director. Board. (Please refer rule 6 in point
Provided that the chairperson of the no. 10)
Listed Entity (whether executive or The Nomination and
non-executive) may be appointed as Remuneration Committee
a member of the Nomination and consisting of three or more non-
remuneration Committee but shall executive directors out of which
not chair such Committee. not less than one-half shall be
B. The quorum for a meeting of the independent directors.
nomination and remuneration The chairperson of the company
committee shall be either two (whether executive or non-
members or one third of the executive) may be appointed as a
members of the committee, member of the Nomination and
whichever is greater, including at Remuneration Committee but
least one independent director in shall not chair such Committee.
attendance. The Nomination and
C. The role of the committee shall, Remuneration Committee shall-
inter-alia, include the following:  Identify persons who are
1. Formulation of the criteria for qualified to become directors
determining qualifications, positive and who may beappointed in
attributes and independence of a senior management in
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director and recommend to the accordance with the criteria

Board a policy, relating to the laid down, recommend to the
remuneration of the directors, KMP Board their appointment and
and other employees; removal, carry out evaluation
2. Formulation of criteria for of every director’s
evaluation of IDs and the Board; performance.
3. Devising a policy on Board  Formulate the criteria for
diversity; determining qualifications,
4. Identifying persons who are positive attributes and
qualified to become directors and independence of a director
who may be appointed in senior and Recommend to the Board
management in accordance with the a policy, relating to the
criteria laid down, and recommend remuneration for the directors,
to the Board their appointment and key managerial personnel and
removal. The Listed Entity shall other employees.
disclose the remuneration policy and
the evaluation criteria in its Annual
Report.
Stakeholders Regulation 20 Section- 178 (5) & (6)

Relationship The listed entity shall constitute a The Board of Directors of a
Committee Stakeholders Relationship company which consists of more
Committee to specifically look into than one thousand shareholders,
various aspects of interest of debenture-holders, deposit
shareholders, debenture holders and holders and any other security
other security holders. holders at any time during a
The chairperson of this committee financial year shall constitute a
shall be a non-executive director. Stakeholders Relationship
At least three directors, with at least Committee consisting of a
one being an independent director, chairperson who shall be a non-
shall be members of the Committee. executive director and such other
The Chairperson of the Stakeholders members as may be decided by
Relationship Committee shall be the Board. The Stakeholders
present at the annual general Relationship Committee shall
meetings to answer queries of the consider and resolve the
security holders. grievances of security holders of
The stakeholders relationship the company.
committee shall meet at least once in
a year.

CS Tushar Pahade
Risk Regulation 21 Section 134 (3) (n)

management The top 500 Listed entities, The Board’s report as prescribed
determined on the basis of market under Section 134(3) required to
capitalisation shall lay down include in the Board’s Report, a
procedures to inform Board statement indicating
members about the risk assessment development and implementation
and minimization procedures. of a risk management policy for
The Board of Directors shall be the company including
responsible for framing, identification therein of elements
implementing and monitoring the of risk, if any, this in the opinion
risk management plan for the Listed of the Board may threaten the
Entity. existence of the company.
Vigil Regulation 22 Section 177(9) read with Rule 7 of
mechanism The Listed Entity shall establish a Companies (Meeting of Board
vigil mechanism for directors and and its Power) Rules, 2014
employees to report concerns about Every listed company or such
unethical behaviour, actual or class or classes of companies to
suspected fraud or violation of the establish a Vigil mechanism for
Listed Entity code of conduct or directors and employees to report
ethics policy. genuine concern.
This mechanism should also provide The details of establishment of
for adequate safeguards against Vigil mechanism shall be
victimization of director(s)/ disclosed by the company in the
employee(s) who avail of the website, if any, and in the Board’s
mechanism and also provide for Report.
direct access to the chairperson of Rule 7 of Companies (Meeting of
the Audit Committee in exceptional Board and its Power) Rules, 2014
cases. states that the companies which
The details of establishment of such are required to constitute an audit
mechanism shall be disclosed by the committee shall oversee the vigil
Listed Entity on its website and in mechanism through the
the Board’s report. committee and if any of the
members of the committee have a
conflict of interest in a given case,
they should rescue themselves
and the others on the committee
would deal with matter on hand.
The Vigil Mechanism shall
provide adequate safeguards
against victimization of
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employees and directors who

avail of the Vigil mechanism and
also provide for direct access to
the chairperson of the Audit
committee or the director
nominated to play the role of
audit committee, as the case may
be, in exceptional cases.
Maximum No. Regulation 25(1) read along with Section 165
ofdirectorship Regulation 17 (1A) No person shall A person shall not hold office as a
of be appointed or continue as an director, including any alternate
Independent alternate director for an independent directorship in more than 20
Directors director of a listed entity with effect companies at the same time.
(IDs). from October 1, 2018. The max number of public
companies in which a person can
be appointed as a director shall
not exceed 10.
Maximum Regulation 25(2) Section 149 (10) & (11)
tenure of IDs It shall be in accordance with the Subject to the provisions of
Companies Act 2013 and rules made Section 152(2), an independent
there under, in this regard, from director shall hold office for a
time to time. term up to five consecutive years
on the Board of director of a
company, but shall be eligible for
reappointment on passing of a
special resolution by the company
and disclosure of such
appointment in the Board’s
report.
No independent director shall
hold office for more than two
consecutive terms, but such
independent director shall be
eligible for appointment after the
expiration of three years of
ceasing to become an
independent director.
Separate Regulation 25(3) Section 149 read with Schedule
meeting The IDs of shall hold at least one IV
of IDs meeting in a year, without the IDs of the company shall hold at
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attendance of non-independent least one meeting in a financial

directors and members of year, without the attendance of
management. non- independent directors and
All the independent directors of the members of management.
Listed Entity shall strive to be All the independent directors of
present at such meeting. the company shall strive to be
present at such meeting.
Filing of Regulation 25(6) Schedule IV, Paragraph VI
Casual An independent director who An independent director who
Vacancy of resigns or is removed from the resigns or is removed from the
IDs Board of the Listed Entity shall be Board of the company shall be
replaced by a new independent replaced by a new independent
director at the earliest but not later director within three months
than the immediate next Board from the date of such resignation
meeting or three months from the or removal, as the case may be.
date of such vacancy, whichever is Where the company fulfils the
later. requirement of independent
Provided that, where the Listed directors in its Board even
Entity fulfils the requirement of without filling the vacancy
independent directors in its Board created by such resignation or
even without filling the vacancy removal, as the case may be, the
created by such resignation or requirement of replacement by a
removal, as the case may be, the new Independent Director shall
requirement of replacement by a not apply.
new independent director shall not
apply.
Liability of Regulation 25(5) Section 149(12)
IDs An independent director shall be An independent director & a non-
held liable, only in respect of such
executive director not being
acts of omission or commission by a
promoter or key managerial
Listed Entity which had occurred personnel, shall be held liable,
with his knowledge, attributable only in respect of such acts of
through Board processes, and withomission or commission by a
his consent or connivance or where
company which had occurred
he had not acted diligently with with his knowledge, attributable
respect of the provisions contained
through Board processes, and
in the Listing Agreement. with his consent or connivance or
where he had not acted diligently.
Familiarisatio Regulation 25(7) Schedule IV, Paragraph III,
n Programme The Listed Entity shall familiarise specifies that the Independent
CS Tushar Pahade
for IDs the independent directors with the Directors shall undertake
Listed Entity, their roles, rights, appropriate induction and
responsibilities in the Listed Entity, regularly update and refreshtheir
nature of the industry in which the skills, knowledge and familiarity
Listed Entity operates, business with the company.
model of the Listed Entity, etc.
The details of such familiarisation
programme shall be disclosed on
Listed Entity website and a web link
thereto shall also be given in the
Annual Report.
Declaration Regulation 25 (8) & (9) Schedule IV, Paragraph IV
for criteria of Every independent director shall, at The appointment of independent
independence the first meeting of the board in directors shall be formalised
by IDs which he participates as a director through a letter of appointment,
and thereafter at the first meeting of which shall set out provision for
the board in every financial year or Directors and Officers (D and O)
whenever there is any change in the insurance, if any.
circumstances which may affect his
status as an independent director,
submit a declaration that he meets
the criteria of independence as
provided in clause (b) of sub-
regulation (1) of 12 regulation
Related Party Clause 2 (1) (zb) Section 2 (76)
For the purpose of Listing “Related party”, with reference to
Regulation, an entity shall be a company, means—
considered as related to the Listed (i) a director or his relative;
Entity if: (ii) a KMP or his relative;
i. Such entity is a related party under (iii) a firm, in which a director,
Section 2(76) of the Companies manager or his relative is a
Act,2013; or partner;
ii. Such entity is a related party (iv) a private company in which a
under the applicable accounting director or manager or his
standards. relative is a member or director;
Provided that any person or entity (v) a public company in which a
belonging to the promoter or director or manager is a director
promoter group of the listed entity and holds along with his
and holding 20% or more of relatives, more than 2% of its
shareholding in the listed entity paid-up share capital;
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shall be deemed to be a related (vi) anybody corporate whose

party; Board of Directors, managing
Provided further that this definition director or manager is
shall not be applicable for the units accustomed to act in accordance
issued by mutual funds which are with the advice, directions or
listed on a recognised stock instructions of a director or
exchange(s). manager;
(vii) any person on whose advice,
directions or instructions a
director or manager is
accustomed to act;
Disclosure of Regulation 27(2)(a) Section 134 (3) (h) mandates that

RPTs Details of all material transactions Board‘s Report shall contain
with related parties shall be particulars of contracts or
disclosed quarterly along with the arrangements with related party
compliance report on corporate as referred in section 188 of the
governance. Companies Act, 2013.
The Listed Entity shall disclose the
policy on dealing with RPTs on its
website and a web link thereto shall
be provided in the Annual Report.
Disclosure of Regulation 34(3) Section 129(5)
different Where in the preparation of financial Where the financial statements of
Accounting statements, a treatment different a company do not comply with
standard from that prescribed in an the accounting standards, the
Accounting Standard has been company shall disclose in its
followed, the fact shall be disclosed financial statements, the
in the financial statements, together deviation from the accounting
with the management’s explanation standards, the reasons for such
as to why it believes such alternative deviation and the financial
treatment is more representative of effects, if any, arising out of such
the true and fair view of the deviation.
underlying business transaction in
the Corporate Governance Report.

CS Tushar Pahade
à
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.
For Company Secretary in Practice

1. Certificate regarding Transfer of Securities
Certification to the effect that all transfers have been completed within the stipulated
time. [Regulation 40(9)]
2. 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]
3. 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)]
4. 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]
5. 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)]


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CS Tushar Pahade

Specified securities listed on main board or SME Exchange or Institutional Trading

One Time Quarterly Half yearly Yearly Event based

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Regulation No Subject Matter

Regulation 30(6) Disclosure of events or information:-

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Regulation 31 Holding of specified securities and shareholding pattern

One Time Compliances

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27 The listed entity shall submit a quarterly within 15 days from

Half Yearly Compliances

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Event Based Compliances

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29(3) Prior Intimations of Board Meeting for alteration At least 11 clear

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proprietor or a partner, in any of the three financial

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of executive and non-executive directors:-

 where the listed entity does not have a regular non-

 where the regular non-executive chairperson is a

The above two clauses shall not be applicable to the listed

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entities shall have at least one independent woman

specify the limits for the maximum number of stock

 Listed entity shall lay down procedure to inform

Provided that in the above evaluation, the directors who

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 The chairperson of the audit committee shall be an

 The listed entity shall conduct the meetings of the

Note:- The Role of the audit committee and the

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independent director. However, where chairperson of

 The chairperson of such committee may present at the

 The chairperson of such committee shall be a Non-

 At least three directors, with at least one being an

 The majority of members of such Committee shall

 The Chairperson of such committee shall be a member

 The vigil mechanism shall provide for adequate

 The Vigil Mechanism also provides for direct access to

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 Limit of  A person shall serve as an independent director not

 Tenure of  The maximum tenure of independent directors shall be

 Meeting  The independent directors of the listed entity shall

 Agenda  The Independent director in the meeting shall :-

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 Liability  An independent director shall be held liable, ONLY in

 Duties of  The listed entity shall familiarize the independent

 Declarati  Every independent director shall, at the first meeting

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of financial year or whenever there is any change in the

 All members of the board of directors and senior

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 Non-executive directors shall disclose their

 Senior management shall make disclosures to the

 All interested persons involved in the transaction

 Details of all material transactions with related parties

 Report shall be sign either by Compliance officer or by

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Particulars Listing Regulations Companies Act 2013