SEBI (Listing Obligations and Disclosure Requirements) — Detailed
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) form the primary compliance framework for listed entities in India, mandating continuous disclosure of material information, board governance standards, related party transaction thresholds, and periodic regulatory filings to stock exchanges.
The SEBI LODR Regulations 2015 replaced a patchwork of earlier listing agreement provisions and consolidated all post-listing obligations of equity-listed companies, debt-listed companies, and listed Indian Depository Receipts into a single comprehensive framework. They came into force on 1 December 2015 and have since undergone substantial amendments, particularly following recommendations of the Kotak Committee on Corporate Governance in 2018.
Continuous disclosure obligations under LODR require listed companies to immediately inform stock exchanges of any event or information that is material — likely to have a significant bearing on the price or value of securities. Regulation 30 and its associated Schedule III prescribe specific events requiring disclosure (such as board meeting outcomes, financial results, fraud, litigation exceeding specified thresholds, key managerial personnel changes, and restructuring actions) along with the timelines: 24 hours for most events, and within 30 minutes for outcomes of board meetings.
Related party transactions (RPTs) receive extensive treatment under LODR. Post-2021 amendments, any RPT involving payment to a related party exceeding Rs. 1,000 crore or 10% of annual consolidated turnover (whichever is lower) requires prior shareholder approval through an ordinary resolution, with related parties not permitted to vote. Quarterly disclosure of all RPTs to the exchange and an annual statement by the Board about arm's length nature of transactions are also mandated.
Board composition requirements include minimum independent director ratios, mandatory separation of Chairman and Managing Director for the top 500 listed companies, audit committee, nomination and remuneration committee, stakeholders relationship committee, and risk management committee requirements. The LODR requires listed companies to have at least one woman independent director. Compliance with all LODR provisions must be confirmed in a Corporate Governance Report filed quarterly and in the Annual Report.
Penalties for LODR violations are administered by SEBI through its adjudication process and can include monetary fines, suspension of trading, and in extreme cases delisting proceedings. SEBI also has powers under Section 11 of the SEBI Act to issue directions to issuers to rectify non-compliance, making LODR one of the most consequential ongoing compliance frameworks for listed Indian companies.