This is part 3 of our SEBI regulations series. Once a company lists, it must follow the LODR Regulations, 2015: rules on its board, committees and what it must tell investors, and when.
Basics
Point
Detail
Full name
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Came into force
1 December 2015
Replaced
The Listing Agreement (Clause 49 dealt with corporate governance)
Applies to
Listed equity, debt, REITs/InvITs, mutual fund units (different chapters)
Major review
Uday Kotak Committee on corporate governance (2017)
Board of directors
Rule
Requirement
Minimum directors
6 (for the top 2,000 listed companies, approx)
Independent directors
At least 50% if the chairperson is executive or a promoter; at least one-third if the chairperson is non-executive and not a promoter
Woman director
At least one; at least one woman independent director for the top 1,000 companies
Maximum directorships
7 listed companies as a director (3 as an independent director if a whole-time director elsewhere)
Board meetings
At least 4 a year; gap of no more than 120 days
Separation of chairperson and MD/CEO
Made voluntary in 2022 (it was to be mandatory for the top 500)
Board committees
Committee
Key rule
Audit Committee
At least 3 members, two-thirds independent; chairperson independent; meets at least 4 times a year
Nomination and Remuneration Committee
At least 3 non-executive directors; at least two-thirds independent
Stakeholders Relationship Committee
Handles shareholder grievances; chaired by a non-executive director
Risk Management Committee
Mandatory for the top 1,000 companies
CSR Committee
Under the Companies Act, 2013
Related party transactions (RPTs)
All RPTs need prior approval of the Audit Committee (only independent directors vote).
Material RPTs need shareholder approval; related parties cannot vote in favour.
A transaction is material if it exceeds ₹1,000 crore or 10% of annual consolidated turnover, whichever is lower (with a scale-based approach approved in 2025 for very large companies, approx).
Disclosure timelines
Disclosure
Timeline
Quarterly results
Within 45 days of quarter end
Annual (Q4) results
Within 60 days of year end
Material events (Regulation 30)
Within 24 hours (30 minutes if decided at a board meeting; 12 hours if from within the company)
Shareholding pattern
Within 21 days of quarter end
Annual report
Sent at least 21 days before the AGM
Rumour verification
Top 100 (later top 250) companies must confirm or deny market rumours within 24 hours
Sustainability reporting
Point
Detail
BRSR (Business Responsibility and Sustainability Report)
Mandatory for the top 1,000 listed companies by market cap (from FY 2022-23)
BRSR Core
Key ESG indicators with reasonable assurance, phased in for the top companies
Earlier
Business Responsibility Report (BRR), 2012
Corporate governance committees in India
Committee
Year
Focus
Kumar Mangalam Birla Committee
1999
First SEBI committee on corporate governance; led to Clause 49
Naresh Chandra Committee
2002
Auditor independence (Ministry of Company Affairs)
N.R. Narayana Murthy Committee
2003
Strengthening Clause 49
Uday Kotak Committee
2017
Board composition, separation of chair and MD
Exam-ready one-liners
LODR Regulations, 2015 came into force on 1 December 2015 and replaced the Listing Agreement.
At least 50% independent directors if the chairperson is executive or a promoter; otherwise one-third.
The Audit Committee needs at least 3 members, two-thirds independent, with an independent chairperson.
Quarterly results within 45 days; annual results within 60 days.
Material events must be disclosed within 24 hours (30 minutes if from a board meeting).
BRSR is mandatory for the top 1,000 listed companies.
Material RPT: above ₹1,000 crore or 10% of turnover, whichever is lower.
The Kumar Mangalam Birla Committee (1999) was SEBI’s first corporate governance committee.