A company listed on an Indian stock exchange does not carry one compliance obligation but a stack of them, and the stack grows with size. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 set the baseline for every listed entity, then layer additional duties on the largest by market capitalisation. An entity above ₹5,000 crores of market capitalisation sits inside the top 1,000 listed entities, which switches on both a mandatory Risk Management Committee and a Business Responsibility and Sustainability Report. This piece maps the framework after the December 2024 and November 2025 amendments: what the board must look like, which committees must exist, what is filed and by when, how related party transactions are approved, and what non-compliance costs.
What the Board Must Look Like
Regulation 17 sets the composition floor. The starting rule is stated plainly:
"The board of directors of the listed entity shall have at least one-third of the total number of directors as independent directors."
That one-third rises to at least 50% of total board strength where the Chairperson is an Executive Director. Separately, and regardless of market capitalisation, every listed entity must have at least one woman director.
The LODR Third Amendment Regulations, 2024 (effective 12 December 2024) tightened the appointment process. All non-executive directors, independent directors included, may now be appointed or re-appointed only with prior shareholder approval by special resolution. The exception is an appointment itself subject to regulatory approval, such as a bank requiring RBI clearance or a PSU requiring Government approval; there, the time taken to receive that approval is excluded from the vacancy-filling clock. A special resolution is also required to appoint or re-appoint any non-executive director prior to that person attaining the age of 75 years. Any board vacancy must be filled within three months of the date it arises, a hard deadline carrying a daily penalty.
The Four Mandatory Committees
A large listed entity must constitute four board committees. Their composition rules differ in ways that are easy to conflate:
| Committee | Regulation | Minimum composition | Chair | Meeting frequency |
|---|---|---|---|---|
| Audit Committee | 18 | 3 directors, at least two-thirds independent; all members financially literate | Independent director | At least 4 times a financial year; maximum gap 120 days |
| Nomination and Remuneration Committee | 19 | 3 directors, not less than one-half independent | Independent or non-executive director | At least once a financial year |
| Stakeholders Relationship Committee | 20 | 3 directors, at least one independent | Non-executive or independent director | At least once a financial year |
| Risk Management Committee | 21 | 3 directors, at least one independent | A director | At least once a financial year; maximum gap 180 days |
The Audit Committee carries the heaviest load. Its quorum is two members or one-third of total membership, whichever is greater, with at least one independent director present. "Financially literate" means the ability to read and understand financial statements. Its remit under Schedule II Part C covers oversight of the financial reporting process and disclosure of financial information "to ensure that the financial statement is correct, sufficient and credible", review of quarterly statements before board approval, appointment and remuneration of statutory and internal auditors, monitoring of auditor independence, review of internal audit reports on control weaknesses, and evaluation of internal financial controls. It also reviews related party transactions and grants prior approval for all of them.
The Nomination and Remuneration Committee sets the criteria for director qualifications, independence and board diversity, the remuneration policy for directors, KMP and other employees, and the criteria for evaluating independent directors, and it runs the annual performance evaluation of the board, its committees and individual directors. The Stakeholders Relationship Committee is investor-facing: grievance redressal, review of measures enabling effective exercise of voting rights, review of the Registrar and Transfer Agent's service standards, and initiatives to reduce unclaimed dividends.
The Risk Management Committee under Regulation 21 is not universal. It is mandatory for the top 1,000 listed entities by market capitalisation as at the end of the immediately preceding financial year, which is where the ₹5,000 crore figure does its work. Its mandate is broad, covering "financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee", plus formulation of a risk management policy, monitoring of its effectiveness, and periodic reporting to the board.
A Corporate Social Responsibility Committee may sit alongside these where net worth, revenue from operations or net profit in any of the three preceding financial years exceeds specified thresholds. Whether those thresholds are crossed is a question of fact for each entity and should be checked against its own accounts rather than assumed from its size. It needs three directors including one independent director, and the entity must spend at least 2% of the average net profit of the preceding three financial years on CSR. The obligation sits in Section 135 of the Companies Act, 2013.
The Filing Calendar
Regulation 33 fixes the results timetable:
"For the first three quarters of the financial year: within 45 days from the end of the quarter. For the last quarter and full financial year: within 60 days from the end of the financial year."
Submissions carry standalone and consolidated financial statements, a limited review report from the statutory auditors for the first three quarters, the audit report for the last quarter and full year, a Statement of Impact of Audit Qualifications where applicable, Management Discussion and Analysis, and a Cash Flow Statement.
Other filings run on their own clocks. The shareholding pattern under Regulation 31 is filed within 30 days of each quarter-end, split between Promoter and Promoter Group, Public Shareholding and Non-Promoter Non-Public. A promoter name comes off only after the Regulation 31A reclassification process is followed, and until shares are transmitted to a legal heir a deceased promoter is disclosed with the prefix "Late". A quarterly reconciliation of share capital audit, matching issued and paid-up capital against the depositories and the registrar and transfer agent, is likewise due within 30 days of quarter-end, conducted by a Practicing Company Secretary or Chartered Accountant. Annually, the entity files a Corporate Governance Report under Regulation 27 covering board and committee composition, meetings, board evaluation, related party transactions, and any non-compliances or penalties.
From the quarter beginning 31 December 2024, integrated filing applies: a filing made on one exchange is automatically disseminated to the others through API-based integration, and the Corporate Governance Report goes in the integrated format.
Material Events: 24 Hours, and Sometimes 30 Minutes
Regulation 30 requires disclosure to the stock exchanges of all material events or information as soon as reasonably possible and no later than 24 hours from occurrence. The catalogue includes acquisition or sale of assets, mergers and demergers, issuance of securities, changes in board composition, resignation of auditors, initiation of a forensic audit, default on loans, litigation, material related party transactions, dividend declaration and appointment of KMP. Disclosures follow the Schedule III format.
The December 2024 amendments recut two of these timelines. For events decided at a board meeting, disclosure is due within 30 minutes of the meeting concluding if it ends during normal trading hours, and within 3 hours if after trading hours. For litigation or disputes where claims are made against the listed entity, the timeline may be increased from 24 hours to 72 hours. The same package raised the threshold for disclosure of an acquisition.
Related Party Transactions After the Fifth Amendment
A related party transaction is a transfer of resources, services or obligations between a listed entity and a related party, priced or not. The LODR Fifth Amendment Regulations, 2025, effective 18 November 2025, replaced the earlier single test (material if it exceeded INR 10 billion or 10% of consolidated turnover, whichever was lower) with a sliding scale:
| Annual consolidated turnover | Materiality threshold |
|---|---|
| Up to ₹100 crores | 5% of annual consolidated turnover |
| ₹100 crores to ₹1,000 crores | 4% of annual consolidated turnover |
| ₹1,000 crores to ₹5,000 crores | 3% of annual consolidated turnover |
| Above ₹5,000 crores | 2% of annual consolidated turnover |
The scale is keyed to turnover, not market capitalisation, so a large market capitalisation does not by itself put an entity in the bottom band. The threshold for RPTs involving brand usage or royalty payments is unaffected, staying at 5% of annual consolidated turnover.
Every material RPT needs prior Audit Committee approval and prior shareholder approval by ordinary resolution. The Audit Committee may grant omnibus approval for transactions proposed by the entity, and, after the December 2024 amendment, by its subsidiaries, subject to conditions. Independent directors on the Audit Committee may ratify an RPT after the fact, within three months of the transaction or at the next meeting, but only where the value does not exceed ₹1 crore, the transaction is not material, a rationale is given, and the ratification is disclosed to the exchanges. Three categories are exempt from approval: transactions between two PSUs, payment of statutory dues, fees or charges to Central or State Government, and retail purchases from the entity or its subsidiary by directors, employees, KMP and their relatives on uniformly applicable terms without a business relationship. RPTs are disclosed half-yearly in SEBI's specified format.
Insider Trading Machinery
Alongside LODR, the SEBI (Prohibition of Insider Trading) Regulations, 2015 require a Code of Conduct binding Designated Persons and their immediate relatives: directors, KMP, promoters and promoter group members, and employees and contractors with access to Unpublished Price Sensitive Information, defined as:
"any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available is likely to materially affect the price of the securities."
The Code must specify trading windows, typically closed for 48 hours before and after the announcement of financial results and during any other period when the company holds UPSI. That 48-hour figure comes from a published listed-company code rather than the text of the regulations, and is best treated as market practice rather than a statutory number. Designated Persons must obtain pre-clearance from the Compliance Officer before trading, declaring that they hold no UPSI, and they owe initial disclosure on appointment plus continual disclosure of shareholding changes and trades. The Compliance Officer, typically the Company Secretary, maintains UPSI records and the Structured Digital Database, monitors the trading window and reviews pre-clearance applications.
BRSR, Website and Secretarial Audit
The Business Responsibility and Sustainability Report is mandatory for the top 1,000 listed entities by market capitalisation, so it applies for the same reason the Risk Management Committee does. Published in the annual report, it covers Business Responsibility Indicators across nine principles: governance, ethics and accountability; product lifecycle sustainability; employee well-being; stakeholder engagement; human rights; environment and climate change; value chain sustainability; societal impact and inclusive growth; and grievance redressal mechanisms. It also draws in Sustainability Accounting Standards Board metrics for the entity's sector, Global Reporting Initiative disclosures and Task Force on Climate-related Financial Disclosures recommendations. NSE has published 38 sector-specific integrated guides to the BRSR format, mapping disclosures to SEBI's Standardized Industry Classification System.
Regulation 46 requires a functional website carrying a long schedule: the terms of appointment of independent directors and KMP, committee compositions, the mandatory codes and policies (code of conduct, dividend distribution, whistle blower, prevention of sexual harassment, remuneration, related party transactions, risk management), the shareholding pattern, annual reports and audited financials including those of subsidiaries, the corporate governance report and the BRSR. Two December 2024 easements: newspaper advertisements may carry QR codes or links to website disclosures, and information already on the exchange website need not be duplicated on the company's own.
Regulation 24A requires a secretarial audit by a Practicing Company Secretary, with an Annual Secretarial Audit Report and an Annual Secretarial Compliance Report, the latter due within 60 days of financial year-end. It covers the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Companies Act, 2013, and the LODR, Insider Trading, Takeovers and Buyback Regulations. Three changes took effect on 1 April 2025: a PCS or PCS firm may be appointed for no more than two terms of five consecutive years, with any association before 31 March 2025 excluded from the tenure count; the compliance report must be signed only by the Secretarial Auditor, or a Peer Reviewed Company Secretary if the auditor is unavailable; and the auditor may not render internal audit, compliance system design, investment advisory, investment banking, or outsourced compliance and record-keeping services.
Promoter-Side Obligations
Promoters carry their own duties, sourced outside LODR. Lock-in periods apply under the SEBI (ICDR) Regulations, 2018, typically 20% of post-IPO shareholding for three years, and any pledge must be disclosed to the exchanges within two trading days of creation or release. The Takeovers Regulations, 2011 require open offers once acquisitions cross specified thresholds, typically 5%, 10%, 15% and 25%. Minimum public shareholding is 25% for most listed entities.
Sectoral Regulation Does Not Displace LODR
A listed entity in a regulated sector answers to two regimes at once, and they stack rather than substitute. Take a listed shipping and port operator. The Ministry of Ports, Shipping and Waterways is the nodal ministry for shipping and port policy, the Directorate General of Shipping handles executive matters in merchant shipping including vessel flagging, crew and maritime safety, and the Tariff Authority for Major Ports regulates tariffs at major ports. None of these override SEBI's requirements for a listed entity. The Merchant Shipping Act, 1958 governs maritime operations, vessel registration, crew and safety in parallel with LODR, and internationally operating shipping companies must also meet International Maritime Organization standards including MARPOL, SOLAS, STCW and the IMO 2020 limit of 0.5% sulfur in marine fuels. The Indian Ports Bill, 2025, introduced to replace the Indian Ports Act, 1908, and the Carriage of Goods by Sea Bill, 2024, passed by Parliament, both remain pending implementation.
One limit of scope is worth stating plainly. This piece addresses the LODR obligations that apply to a listed entity generally; it does not work through sector-specific regulation, and the shipping sector carries its own layer, including TAMP tariff regulation and Directorate General of Shipping vessel requirements. Those sit outside the LODR framework described here and warrant separate advice.
What Non-Compliance Costs
SEBI's penalty structure varies with the nature and severity of the breach, but for the core governance and disclosure provisions a uniform ₹2,000 per day applies: Regulations 17 (board composition), 18 to 21 (the four committees), 23(9) (RPT disclosure) and 30 (material events). SEBI's escalation path runs from advisory letters and clarification notices through show cause notices to fines, suspension of trading and revocation of listing. The exchanges have a parallel armoury of fines, suspension, delisting and fundraising restrictions.
Reported SEBI adjudication orders on these provisions are limited, and the position rests primarily on the Master Circular and regulatory guidance rather than decided cases, so the figures above are best read as the circular-based framework rather than a tested tariff.
Practical Takeaways
- Test board composition against the right ratio: one-third independent directors, 50% if the Chairperson is an Executive Director, plus a woman director, and fill vacancies within three months.
- Constitute all four committees with the correct, and different, independence ratios and chairs. Watch the gap rules: 120 days for the Audit Committee, 180 days for the Risk Management Committee.
- Confirm top-1,000 status by market capitalisation at the end of the preceding financial year. It switches on both the Risk Management Committee and the BRSR.
- Key the RPT policy to the thresholds effective 18 November 2025, measured against annual consolidated turnover, not market capitalisation. Brand and royalty RPTs stay at 5%.
- Build disclosure around the tightest timeline: 30 minutes after a board meeting concluding in trading hours, 3 hours if after hours, 24 hours generally, 72 hours for litigation claims.
- Run the filing calendar off three clocks: 45 days for the first three quarters' results, 60 days for annual results and the secretarial compliance report, 30 days for the shareholding pattern and reconciliation audit.
- Check the secretarial auditor's tenure against the two-terms-of-five-years cap from 1 April 2025, and that the auditor renders none of the prohibited services.
- Treat sectoral regulation as additive: compliance with the Merchant Shipping Act, DGS, TAMP or IMO standards discharges no LODR obligation.
Key Authorities
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 17(1), (1A), (1B) — board composition and the three-month vacancy rule. Source
- LODR Regulations 18, 19 and 20 with Schedule II Parts C, D and E — Audit, Nomination and Remuneration, and Stakeholders Relationship Committees: composition, quorum, meetings and powers. Source
- LODR Regulation 21(1), (2), (3), (3A), (3B), (3C) — Risk Management Committee, mandatory for the top 1,000 listed entities. Source
- LODR Regulation 33(3) — quarterly results within 45 days, annual results within 60 days. Source
- LODR Regulation 30 with Schedule III — material events within 24 hours. Source
- LODR Regulation 34; NSE Integrated Guide to BRSR — BRSR for the top 1,000 listed entities. Source
- LODR Regulation 24A — secretarial audit, tenure and prohibited services. Source
- LODR Regulations 27, 31, 31A and 46 — corporate governance report, quarterly shareholding pattern, promoter reclassification and website disclosures. Source
- SEBI LODR (Fifth Amendment) Regulations, 2025, effective 18 November 2025 — scale-based RPT materiality thresholds. Source
- SEBI LODR Third Amendment Regulations, 2024, effective 12 December 2024 — RPT carve-outs and ratification, material event timelines, non-executive director appointments, secretarial audit, integrated filing. Source
- SEBI (Prohibition of Insider Trading) Regulations, 2015 — code of conduct, Designated Persons, UPSI, pre-clearance, Structured Digital Database.
- SEBI Master Circular dated 11 November 2024 for LODR compliance by listed entities; updated Master Circular dated 30 January 2026; SEBI FAQs dated 23 April 2025. Source
- Companies Act, 2013, Section 135 (CSR committee and 2% spend); SEBI (Depositories and Participants) Regulations, 2018, Regulation 76 (share capital reconciliation audit); SEBI (ICDR) Regulations, 2018 and Takeovers Regulations, 2011 (promoter lock-in, pledge disclosure, acquisition thresholds, minimum public shareholding).
- Merchant Shipping Act, 1958; MoPSW and Directorate General of Shipping guidance — sectoral regulation running in parallel with LODR. Source
This analysis reflects the law as at July 2026. It is published for general information and does not constitute legal advice.