SEBI LODR
Regulations, 2015
Twenty-eight chapter notes covering SEBI’s Listing Obligations and Disclosure Requirements Regulations 2015 — the continuing obligations of listed entities, the corporate governance framework (board composition, audit committee, related-party transactions), the disclosure obligations (price-sensitive information, quarterly results, shareholding pattern), the scheme of arrangement obligations, and the delisting framework. Regulation first, listed entity second, governance obligation third.
LODR — the corporate governance code for listed companies.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 replaced the Listing Agreement and brought together in one place all the obligations of listed entities to their shareholders, to SEBI, and to stock exchanges. LODR is divided into chapters — common obligations, equity-specific obligations, debt-specific obligations, and the corporate governance framework. The most heavily tested areas in SEBI LO examination are the corporate governance provisions (board composition, audit committee, independent directors, related-party transactions), and the continuous disclosure obligations.
These notes anchor every chapter to its LODR Regulation. The most-tested Regulations are Regulation 4 (general principles for listed entities), Regulation 17 (board of directors), Regulation 18 (audit committee), Regulation 19 (nomination and remuneration committee), Regulation 23 (related-party transactions), Regulation 29 (prior intimation to stock exchange), Regulation 30 (continuous disclosure), and Regulation 33 (financial results).
Each chapter is designed to be read in twelve to fifteen minutes and to leave the reader with the LODR Regulation number, the listed entity obligation, the corporate governance standard, and the leading authority or SEBI order.
How to read these notes
Start with the Regulation number.
Every chapter opens with the precise Regulation of SEBI LODR 2015. Read it. The most-tested Regulations — 17 (board), 18 (audit committee), 23 (RPT), 29 (prior intimation), 30 (continuous disclosure), 33 (financial results) — must be cited Regulation-and-sub-regulation.
Identify the listed entity’s obligation.
Every LODR question identifies the listed entity’s obligation. Governance obligations (board composition, committee constitution, independent director qualifications) are mandatory minimums — companies may exceed but not fall below. Disclosure obligations (Regulation 29 prior intimation, Regulation 30 continuous disclosure) are time-bound. Failure on either triggers enforcement.
Test on the leading case.
If you can restate the holding of SEBI v. Price Waterhouse, SEBI v. Rakhi Trading Pvt Ltd, or Infosys Ltd v. SEBI in two sentences, you understand the chapter. If not, return to the statutory section and rebuild from there.
All 28 chapters, in 4 groups
Sequenced through the natural structure of the subject — every chapter sits in a doctrinal cluster.General Principles & Common Obligations
Regulations 1–16 — the framework
Regulation 4 general principles — fair and equal treatment of shareholders, timely and accurate disclosure, fair and transparent governance. The common obligations applicable to all listed entities — compliance officer appointment, submission of compliance reports, maintaining a functional website. The Chapter II applicability thresholds for listed entities. The definitions including ‘related party’, ‘material subsidiary’, ‘promoter’, ‘public shareholder’.
Board & Governance Committees
Regulations 17–22 — corporate governance core
Regulation 17 board of directors — minimum number of independent directors (one-third), woman director requirement, the maximum directorship ceiling. Regulation 18 audit committee — composition (minimum two-thirds independent directors), quorum, functions including reviewing financial statements and related-party transactions. Regulation 19 nomination and remuneration committee — composition and functions. Regulation 20 stakeholders relationship committee. Regulation 21 risk management committee. Regulation 22 vigil mechanism.
Nomination and Remuneration Committee (Regulation 19)
LODR · 08Stakeholders Relationship Committee (Regulation 20)
LODR · 09Risk Management Committee (Regulation 21)
LODR · 10Vigil Mechanism (Regulation 22)
LODR · 11Related Party Transactions (Regulation 23)
LODR · 12Corporate Governance Requirements (Regulation 24)
LODR · 13Subsidiary Companies
Related-Party Transactions & Disclosures
Regulations 23–34 — the enforcement-priority provisions
Regulation 23 related-party transactions — the definition of related party and RPT, the materiality threshold, the requirement of audit committee and shareholder approval, the arm’s-length standard, the prohibition on related parties voting on RPT approval. Regulation 29 prior intimation to stock exchange of specified corporate actions. Regulation 30 continuous disclosure of material events with the Schedule III specified events. Regulation 31 shareholding pattern. Regulation 33 quarterly and annual financial results.
Secretarial Audit (Regulation 24A)
LODR · 15Disclosure of Material Events (Regulation 30)
LODR · 16Financial Results — Quarterly and Annual (Regulation 33)
LODR · 17Annual Report (Regulation 34)
LODR · 18Annual Information Memorandum
LODR · 19Statement of Investor Complaints (Regulation 13)
LODR · 20Voting by Shareholders (Regulation 44)
LODR · 21Code of Practices and Procedures
Debt Securities, Schemes & Delisting
Regulations 52–75 + enforcement + reference
Chapter V obligations for listed debt securities including financial results, trustees for debenture holders, asset cover. Chapter VI obligations for listed entities with certain types of securities (REITs, InvITs, municipal bonds). The scheme of arrangement obligations under Regulation 37 including SEBI’s no-objection. The delisting framework under the SEBI Delisting Regulations (cross-referenced). The enforcement framework — SEBI’s powers under Regulation 98 and the SEBI Act Sections 11 and 11B. The landmark SEBI orders and SAT decisions on LODR.