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Hello Auditor

What are the listing obligations for a Public Limited Company?

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)
  • 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
  • Event-based disclosures include:
    • Board meetings and resolutions
    • Change in directors, auditors, or key managerial personnel (KMP)
    • Mergers, acquisitions, or corporate actions
  • 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.

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