SEBI LODR Compliance: CS Role & Responsibilities Guide
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 govern compliance requirements for companies listed on Indian stock exchanges. A Company Secretary plays a critical role as the Compliance Officer under LODR, responsible for ensuring timely disclosures, corporate governance standards, and regulatory filings.
LODR Applicability
LODR applies to:
- Companies listed on BSE, NSE, or other recognized stock exchanges
- Companies with listed debt securities, NCDs, or bonds
- Companies with listed securitized debt instruments
- REITs and InvITs listed on stock exchanges
CS as Compliance Officer (Regulation 6)
Under Regulation 6 of LODR, every listed company must appoint a qualified Company Secretary as Compliance Officer. Key responsibilities:
- Ensuring compliance with SEBI regulations and listing agreements
- Ensuring timely and accurate disclosures to stock exchanges
- Acting as liaison between company, SEBI, and stock exchanges
- Monitoring insider trading compliance
- Maintaining LODR-related records and documents
- Issuing compliance certificates to the board
Key Quarterly Filings
| Filing | Deadline | Regulation |
|---|---|---|
| Quarterly Financial Results | 45 days from quarter end | Regulation 33 |
| Shareholding Pattern | 21 days from quarter end | Regulation 31 |
| Corporate Governance Report | 15 days from quarter end | Regulation 27 |
| Statement of Investor Complaints | 21 days from quarter end | Regulation 13 |
| Related Party Transactions | 30 days from half-year end | Regulation 23 |
Annual Compliance Requirements
- Annual Report: Must include management discussion, corporate governance report, business responsibility report
- Secretarial Compliance Report: CS must issue annual compliance certificate
- Annual Secretarial Audit: MR-3 report by PCS mandatory
- Related Party Transactions: Prior approval of audit committee for all RPTs
- Board Evaluation: Annual performance evaluation of board, committees, and individual directors
Board Composition for Listed Companies
| Requirement | Provision |
|---|---|
| Independent Directors | Minimum 1/3 of board must be independent |
| Woman Director | At least 1 (top 500 by market cap need 1 independent woman director) |
| Non-Executive Chairperson | Recommended (top 500 companies) |
| Board Meetings | Minimum 4 per year, gap ≤ 120 days |
| Independent Directors Meeting | At least 1 meeting per year (without management) |
Mandatory Board Committees
- Audit Committee (Regulation 18): Min 3 directors, 2/3 independent, all financially literate
- Nomination & Remuneration Committee (Regulation 19): Min 3 non-executive directors, 1/2 independent
- Stakeholders Relationship Committee (Regulation 20): Min 3 directors, 1 independent, chaired by non-executive
- Risk Management Committee (Regulation 21): Required for top 1000 listed companies by market cap
Insider Trading Compliance
CS must ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015:
- Maintain list of designated persons and their immediate relatives
- Monitor trading window closures around financial results
- Ensure pre-clearance for trades by designated persons
- Maintain structured digital database of UPSI (Unpublished Price Sensitive Information)
- Report violations to Audit Committee within 2 days
Penalties for LODR Non-Compliance
- SEBI penalties: Up to ₹25 crores or 3x profits, whichever is higher
- Stock exchange fines: ₹1,000 to ₹5,000 per day for late submissions
- Suspension of trading: Continued non-compliance can lead to trading suspension
- Personal liability: Compliance Officer can face personal penalties
Frequently Asked Questions
Is a Company Secretary mandatory for listed companies?
Yes, every listed company must appoint a qualified Company Secretary as Compliance Officer under Regulation 6 of SEBI LODR. The CS ensures all listing obligations and disclosure requirements are met.
What are the quarterly filing deadlines under LODR?
Key quarterly deadlines: Financial Results within 45 days, Shareholding Pattern within 21 days, Corporate Governance Report within 15 days, and Investor Complaints Statement within 21 days from the quarter end.
What is the penalty for late LODR filing?
Stock exchanges impose fines of ₹1,000-5,000 per day for late submissions. SEBI can impose penalties up to ₹25 crores under the SEBI Act. Continued non-compliance can lead to trading suspension of the company’s securities.