1. Regulatory Framework under SEBI (LODR) Regulations, 2015
- Public Limited Companies listed on recognized stock exchanges in India must comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- These regulations govern the continuous disclosure, governance practices, and investor protection standards.
- Companies must comply with both general obligations (like timely filings) and event-based obligations (like board changes or material events).
- Failure to comply can result in penalties, trading suspension, or delisting.
- The aim is to promote transparency, accountability, and investor confidence.
2. Corporate Governance Requirements
- Listed Public Limited Companies must maintain a balanced board, including independent directors (minimum 1/3 or 50%, depending on chairperson’s nature).
- They must constitute key committees:
- Audit Committee
- Nomination and Remuneration Committee (NRC)
- Stakeholders Relationship Committee
- Risk Management Committee (for top 1000 listed entities by market cap)
- Audit Committee
- Companies must conduct board evaluations, maintain a code of conduct, and comply with insider trading norms.
- Policies such as the whistleblower policy and the related party transactions framework are also mandatory.
3. Disclosure and Reporting Obligations
- Periodic disclosures include:
- Quarterly and annual financial results
- Shareholding patterns
- Corporate governance reports
- Statement of investor complaints
- Quarterly and annual financial results
- Event-based disclosures include:
- Board meetings and resolutions
- Change in directors, auditors, or key managerial personnel (KMP)
- Mergers, acquisitions, or corporate actions
- Board meetings and resolutions
- All disclosures must be made to the stock exchanges and published on the company’s website.
4. Financial Results and Auditor Reporting
- Listed companies must file quarterly financial results within 45 days of the end of the quarter and annual results within 60 days.
- The financial statements must be audited or reviewed by statutory auditors.
- Results must be accompanied by the limited review report or the auditor’s opinion.
- The Board and Audit Committee must approve results before disclosure.
- Any qualifications or adverse remarks in the audit must be explained.
5. Other Key Listing Obligations
- Prompt redressal of investor grievances and disclosure of pending complaints.
- Maintenance of a functional website with updated company policies, announcements, and compliance information.
- Intimation of record dates, book closure, dividend declarations, and bonus issues.
- Preservation of sensitive information and compliance with insider trading norms under SEBI PIT Regulations.
- Companies must certify compliance through filings like the Annual Secretarial Compliance Report and the Compliance Certificate from the CEO/CFO.
0 Comments