An Overview of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015

 APPLICABILITY

These regulations shall apply to a listed entity which has

listed any of the following designated securities on
recognised stock exchange(s):
 Specified
securities listed
on main board or
SME exchange or
Any other Innovators NCDs,
securities Growth NCRPs,
as may be Platform. Perpetual
specified Debt
by SEBI Instrument

Applicability

Security
receipts Indian
units issued depository
by mutual
funds Securitised
receipts
debt
instruments
 OBLIGATIONS OF LISTED ENTITIES
(ACRONYM : CC DD FF SS G)

Obligations of Listed entity which

Common obligations Obligations of Listed entity has listed its Non- Convertible Debt
(Applicable for all listed which has listed its Specified Securities or Non- Convertible
entities) Securities Redeemable Preference Shares or
both
 OBLIGATIONS OF LISTED ENTITIES

Obligations of Listed entity

which has listed its
Specified Securities and Obligations of Listed entity Obligations of Listed entity
either Non-Convertible Debt which has listed its Indian which has listed its securitized
Securities or Non- depository receipts debt instruments
Convertible Redeemable
Preference Shares or both
 OBLIGATIONS OF LISTED ENTITIES

Obligations of Listed Obligations of Listed entity

entity which has listed its which has listed its units
Security Receipts. issued by mutual funds.
 COMMON OBLIGATIONS OF LISTED
ENTITIES
General obligations applicable to all listed companies
(Acronym : CC DD FF SS G)
 Compliance officer and his/her obligations: A listed company shall appoint a
qualified Company Secretary as the Compliance officer who shall be responsible
for:
 Ensuring conformity with the regulatory provisions applicable to the listed entity
in letter and spirit
 Co-ordination and reporting to board, recognised stock exchange(s) and
depositories
 Ensuring correct procedures are followed and reports are filed
 Monitoring email address of grievance redressal division
Share-transfer agent: The listed entity shall appoint a share transfer
agent or mange the share transfer facility in house
Co-operation with intermediaries registered with the SEBI:
Wherever applicable the listed entity shall co-operate with and submit
correct and adequate information to the intermediaries registered with
the SEBI such as credit rating agencies, registrar to an issue and share
transfer agent etc.
Preservation of documents: The listed entity shall have a policy for
preservation of documents, approved by its board of directors, classifying
them in at least two categories as follows-
 Documents whose preservation shall be permanent in nature
 Documents with preservation period of not less than eight years after
completion of the relevant transactions.
However, the listed entity may keep documents in electronic mode.
 Filing of information: The listed entity shall file the reports, statements,
documents, filings and any other information with the recognised stock
exchange(s).
 Scheme of Arrangement: The listed entity shall ensure that any scheme of
arrangement /amalgamation/ merger /reconstruction /reduction of capital etc.
to be presented to any Court or Tribunal does not in any way violate, override
or limit the provisions of securities laws or requirements of the stock
exchange(s).
 Payment of dividend or interest or redemption or repayment: The listed
entity shall use any of the electronic mode of payment facility approved by the
Reserve Bank of India.
Grievance Redressal Mechanism: The listed entity shall ensure that
adequate steps are taken for expeditious redressal of investor
complaints. The listed entity shall ensure that it is registered on the
SCORES platform.
Fees and other charges to be paid to the recognized stock
exchange(s): The listed entity shall pay all such fees or charges, as
applicable, to the recognised stock exchange(s).
 COMPLIANCES UNDER SEBI (LODR)
REGULATIONS

The Listed entity shall comply with the following compliances under the SEBI
(LODR) Regulations:-
 One Time Compliances
 Quarterly Compliances
 Half yearly Compliances
 Yearly Compliances
 Event based Compliances
 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 manage the
share transfer facility in house.
However, in the case of in-house share transfer facility, as and when
the total number of holders of securities of the listed entity exceeds
one lakh, the listed entity shall either register with the SEBI as a
Category II share transfer agent or appoint Registrar to an issue and
share transfer agent registered with the SEBI.
 One-time Compliances
Regulation Particulars

7(1) However, in the case of in-house share transfer facility, as and when
the total number of holders of securities of the listed entity exceeds
one lakh, the listed entity shall either register with the SEBI as a
Category II share transfer agent or appoint Registrar to an issue and
share transfer agent registered with the SEBI.
9 The listed entity shall have a policy for preservation of documents,
approved by its Board of Directors.
 Quarterly Compliances
Regulation Title Particulars Time Limit

13(3) Investor complaints The listed entity shall file Within 21 days
statement with the recognised stock from end of
exchange, a statement giving quarter.
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.
 Quarterly Compliances
Regulation Title Particulars Time Limit
27(2) Quarterly The listed entity shall submit a Within 21 days from the
Compliance report quarterly compliance report on end of each quarter.
corporate governance in the format
as specified by SEBI from time to
time to the recognized stock
exchange(s).
31(1)(b) Shareholding The listed entity shall submit to the within 21 days from the
pattern stock exchange(s) a statement end of each quarter.
showing holding of securities and
shareholding pattern separately for
each class of securities, in the format
specified by SEBI from time to time.
 Quarterly Compliances
Regulation Title Particulars Time Limit
32(1) Statement of The listed entity shall submit to the Quarterly Basis till such time
deviation(s) stock exchange a statement of the issue proceeds have been
or deviation or variation (for public fully utilized or the purpose
Variation(s) issue, rights issue, preferential issue for which these proceeds
etc.) were raised has been
achieved.
32(6) Monitoring Where the listed entity has appointed within 45 days from the end
Agency a monitoring agency to monitor of each quarter.
Report utilisation of proceeds of a public or
rights issue, the listed entity shall
submit to the stock exchange(s) any
comments or report received from
the monitoring agency.
 Quarterly Compliances
Regulation Title Particulars Time Limit

33(3) Financial results The listed entity shall submit quarterly Within 45 days of end of
and year-to-date standalone financial each quarter, other than
results to the stock exchange. the last quarter.
In case the listed entity has subsidiaries,
the listed entity shall also submit
quarterly/ year- to date consolidated
financial results.

47 Advertisements Financial results, along-with the Within 48 hours of

in Newspapers modified opinion(s) or reservation(s), if conclusion of the meeting
any, expressed by the auditor. of board of directors at
which the financial
results were approved.
 Half Yearly Compliances
Regulation Title Particulars Time Limit

23(9) Related Party The listed entity shall submit to within 30 days from the date of
disclosures the stock exchange, disclosures of publication of its standalone
related party on consolidated and consolidated financial
basis. results for the half year.
33(3) Statement of The listed entity shall also submit half-yearly basis
Assets and as part of its standalone or
Liabilities/ consolidated financial results for
Cashflow the half year a statement of assets
and liabilities and a statement of
cash flows by way of a note.
 Yearly Compliances
Regulation Title Particulars Time Limit
7(3) Compliance The listed entity shall submit a compliance Within 30 from the end
Certificate certificate to the exchange, duly signed by both of the financial year.
the compliance officer of the listed entity and
the authorised representative of the share
transfer agent certifying that all activities in
relation to share transfer facility are
maintained either in house or by Registrar to
an issue and share transfer agent registered
with the SEBI.
14 Annual Listing The listed entity shall pay all such fees or within 30 days of the
Fees 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)
 Yearly Compliances
Regulation Title Particulars Time Limit
33(3) Annual Financial The listed entity shall submit Within 60 days from the end
results annual audited standalone of the financial year
financial results with audit
report.

34 Annual Report The listed entity shall submit the Not later than the day of
annual report along with the commencement of dispatch
Notice of the Annual General to its shareholders.
Meeting to the stock exchange.
 Yearly Compliances
Regulation Title Particulars Time Limit

34(1)(b) Changes to annual In case any changes to the within 48 hours after the
report annual report, the revised copy annual general meeting
along with the details of and
explanation for the changes
shall be sent.

36 Annual reports to The listed entity shall send Not less than 21 days
securities holders annual report to the holders of before the annual general
securities. meeting.
 Yearly Compliances
Regulation Title Particulars Time Limit

40(9) Certificate The listed entity shall ensure that the within 30 days from
share transfer agent and/or the in- the end of the
house share transfer facility, as the financial year.
case may be, produces a certificate
from a practicing company secretary
certifying that all certificates have
been issued within thirty days of the
date of lodgment for transfer,
subdivision, consolidation, renewal,
exchange or endorsement of calls/
allotment monies.
 Event Based Compliances
Regulation Title Particulars Time Limit
7(5) Share-transfer The listed entity shall Within 7 days of
agent intimate the appointment Agreement with
of Share Transfer Agent, RTA.
to the stock exchange(s).
28(1) In-principle The listed entity shall Prior to issuance
approval obtain In-principle of Security.
approval from recognised
stock exchange
 Event Based Compliances
Regulation Title Particulars Time Limit
29(1)(a) read Intimations The listed entity shall give prior At least 5 days in advance
along with intimations of Board Meeting for (excluding the date of the
proviso to 29 financial result viz. quarterly, half intimation and the date of
(2) yearly or annual, to the stock the meeting)
exchange(s).
29(1) (b), (c), Intimations The listed entity shall give prior At least 2 working days in
(d), (e) & (f) intimations of Board Meeting for advance (excluding the
read along Buyback, Voluntary delisting, Fund date of the intimation and
with 29 (2) raising by way of FPO, Rights Issue, date of the meeting)
ADR, GDR, QIP, FCCB, Preferential
issue, debt issue, declaration/
recommendation of dividend,
declaration of Bonus securities etc.,
 Event Based Compliances
Regulation Title Particulars Time Limit

29(3) Intimations Board Meeting for alteration in At least 11 working

nature of Securities, alteration in days in advance.
the date on which interest on
debentures/ bonds/redemption
amount, etc.
30(6) Disclosure of The listed entity shall disclose all Not later than 24
events events, as specified in Part A of hours from the
Schedule III of SEBI (LODR) occurrence of the
Regulations, to the stock event or
exchange(s). information.
 Event Based Compliances
Regulation Title Particulars Time Limit

31(1)(a) Holding of The listed entity shall submit to One day prior to listing of
Specified the stock exchange(s) a securities.
securities statement showing holding of
securities and shareholding
pattern separately for each
class of securities prior to
listing of securities.
31(1)(c) Shareholding a statement showing holding Within 10 days of any
pattern of securities and shareholding capital restructuring
pattern. exceeding 2% of the total
paid-up share capital.
 Event Based Compliances
Regulation Title Particulars Time Limit
31A (8) Disclosure of material The listed entity shall disclose within 24 hours
events in case for to the stock exchange the from the occurrence
reclassification of any deemed material events i.e., of the event.
person as receipt of request for re-
promoter/public classification by the listed entity
from the promoter(s) seeking
re-classification, Minutes of the
board meeting considering such
request which would include
the views of the board on the
request, etc
 Event Based Compliances
Regulation Title Particulars Time Limit

37(1) Scheme of The listed entity shall file draft Prior approval before
arrangement Scheme of Arrangement to the filing with Court or
stock exchange(s) Tribunal.

39(2) Issue of The listed entity shall issue within 30 days from
Certificate certificates or subdivision, split, the date of such
consolidation. lodgment.
 Event Based Compliances
Regulation Title Particulars Time Limit

39(3) Information relating The listed entity shall submit Within 2 days of
loss of securities information with respect to getting in-formation.
loss of share certificates and
issue of the duplicate
certificates to the stock
exchange.
40(3) Registering the The listed entity shall register within 15 days from
transfer of securities transfers of its securities in the date of such
the name of the transferee(s). receipt of request
for transfer.
 Event Based Compliances

Regulation Title Particulars Time Limit

Transmission request The listed entity shall In case securities held in

proceed the transmission dematerialised mode, within
request. 7 days after receipt of the
documents
In case of physical mode,
within 21 days after receipt of
the documents.
 Event Based Compliances
Regulation Title Particulars Time Limit

42(2) Record Date / The listed entity shall intimate the record date In case of Right Issue,
Book Closure or date of closure of transfer books to all the at least 3 working
stock exchange(s) specifying the purpose of days in advance.
the record date. The listed entity shall intimate Other than Right
the following events: Issue, at least 7
(a) declaration of dividend working days in
(b) issue of right or bonus shares advance (excluding
(c) issue of shares for conversion of the date of intimation
debentures or any other convertible security. and record date).
 Event Based Compliances
Regulation Title Particulars Time Limit

43A Dividend distribution Dividend Distribution Policy shall be disclosed on

policy by the top 1000 listed entities the website of the
based on market listed entity and a
capitalization. web-link shall also
be provided in their
annual reports.
44(3) Voting results The listed entity shall submit Within 2 working
to the stock exchange details days of conclusion of
regarding voting results. its General Meeting.
 Event Based Compliances

Regulation Title Particulars Time Limit

46 Maintenance of The listed entity shall maintain a Within 2 working

website functional website containing the days from the date
basic information about the listed of change in
entity and update any change in content.
the content of its website.