SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 (LISTING
REGULATIONS)

SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015
(LISTING REGULATIONS)

SEBI has notified SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) on September 2, 2015, after following the consultation process.
A time period of ninety days has been given for implementing the Regulations. However,
two provisions of the regulations, which are facilitating in nature, are applicable with
immediate effect. These pertain to (i) passing of ordinary resolution instead of special
resolution in case of all material related party transactions subject to related parties
abstaining from voting on such resolutions, in line with the provisions of the companies
Act, 2013, and (ii) re-classification of promoters as public shareholders under various
circumstances.
The Listing regulations would consolidate and streamline the provisions of existing listing
agreements for different segments of the capital market viz. Equity (including conver-
tibles) issued by entities listed on the Main Board of the Stock Exchanges, Small and
Medium Enterprises listed on SME Exchange and Institutional Trading Platform, Non-
Convertible Debt Securities, Non-Convertible Redeemable Preference Shares, Indian
Depository Receipts, Securitized Debt Instruments and Units issued by Mutual Fund
Schemes. The Regulations have thus been structured to provide ease of reference by
consolidating into one single document across various types of securities listed on the
Stock exchanges.
The Listing Regulations have been sub-divided into two parts viz., (a) substantive
provisions incorporated in the main body of Regulations; (b) procedural requirements in
the form of Schedules to the Regulations.
The main features of these regulations are as follows:
1. Guiding Principles (Chapter II) : The regulations start by providing broad principles
(in line with IOSCO Principles) for periodic disclosures by listed entities and also
have incorporated the principles for corporate governance (in line with OECD
principles). These principles underlie specific requirements prescribed in different
chapters of the Regulations. In the event of the absence of specific requirements or
ambiguity, these principles would serve to guide the listed entities.
2. Common obligations applicable to all listed entities (Chapter III) : Obligations
which are common to all listed entities have been enumerated. These include
general obligation of compliance of listed entity, appointment of common compli-
ance officer, filings on electronic platform, mandatory registration on SCORES, etc.

5.3
 SEBI (LODR) REGULATIONS, 2015 5.4

3. Obligations which are applicable to specific types of securities (Chapters III to IX) :
Obligations which are applicable to specific types of securities have been incorpo-
rated in separate chapters.
4. Obligations of stock exchanges and provisions in case of default (Chapters X & XI) :
Stock Exchanges have been given responsibility to monitor compliance or ade-
quacy/accuracy of compliance with provisions of these regulations and to take
action for non-compliance.
5. Ease of Reference : The related provisions have been aligned and provided at a
common place for ease of reference. For example, all clauses dealing with disclosure
of events or information which may be material or price sensitive spread across the
Listing Agreement have been provided as a schedule to the regulations. All disclo-
sures required to be made on the website of the listed entity have been enumerated
at a single place for ease of reference and all requirements pertaining to disclosures
in annual report have been combined.
6. Streamlining and segregation of initial issuance/listing obligations: In order to
ensure that there is no overlapping or confusion on the applicability of these
regulations, pre-listing requirements have been incorporated in respective regula-
tions viz. ICDR Regulations, ILDS Regulations, etc. These provisions pertain to
allotment of securities, refund and payment of interest, 1% Security Deposit (in case
of public issuance), etc. Post-listing requirements have been incorporated in Listing
Regulations.
7. Alignment with provisions of Companies Act, 2013 : Wherever necessary, the
provisions in Listing Regulations have been aligned with those of the Companies Act,
2013.
8. Listing Agreement- A shortened version of the Listing Agreement (2 page approxi-
mately) will be prescribed which will be required to be signed by a company getting
its securities listed on Stock Exchanges. Existing listed entities will be required to
sign the shortened version within six months of the notification of the regulations.
Source : Press Release No. 226/2015.

SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 20151

In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section
30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section
31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) the Securities and
Exchange Board of India hereby makes the following Regulations, namely:—

CHAPTER I
PRELIMINARY
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(2) They shall come into force on the ninetieth day from the date of their publication in the
Official Gazette :
Provided that the provisions of sub-regulation (4) of regulation 23 and regulation 31A shall
come into force on the date of notification of these regulations.

1. See also Clarification Two.

5.5 SEBI (LODR) REGULATIONS, 2015

Definitions.
2. (1) In these regulations, unless the context otherwise requires:—
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) “associate” shall mean any entity which is an associate under sub-section (6) of
section 2 of the Companies Act, 2013 or under the applicable accounting standards :
Provided that this definition shall not be applicable for the units issued by mutual
fund which are listed on a recognised stock exchange(s) for which the provisions of
the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 shall
be applicable;
(c) “Board” means the Securities and Exchange Board of India established under
section 3 of the Act;
(d) “board of directors” or “board of trustees” shall mean the board of directors or board
of trustees, whichever applicable, of the listed entity;
(e) “chief executive officer” or “managing director” or “manager” shall mean the person
so appointed in terms of the Companies Act, 2013;
(f) “chief financial officer” or “whole time finance director” or “head of finance”, by
whatever name called, shall mean the person heading and discharging the finance
function of the listed entity as disclosed by it to the recognised stock exchange(s) in
its filing under these regulations;
(g) “committee” shall mean committee of board of directors or any other committee so
constituted;
(h) “designated securities” means specified securities, non-convertible debt securities,
non-convertible redeemable preference shares, perpetual debt instrument, per-
petual non-cumulative preference shares, Indian depository receipts, securitised
debt instruments, units issued by mutual funds and any other securities as may be
specified by the Board ;
(i) “financial year” shall have the same meaning as assigned to it under sub-section (41)
of section 2 of the Companies Act, 2013;
(j) “global depository receipts” means global depository receipts as defined in sub-
section (44) of section 2 of the Companies Act, 2013;
(k) “half year” means the period of six months commencing on the first day of April or
October of a financial year;
(l) “half yearly results” means the financial results prepared in accordance with these
regulations in respect of a half year;
(m) “holding company” means a holding company as defined in sub-section (46) of
section 2 of the Companies Act, 2013;
(n) “Indian depository receipts” means Indian depository receipts as defined in sub-
section (48) of section 2 of the Companies Act, 2013;
(o) “key managerial personnel” means key managerial personnel as defined in sub-
section (51) of section 2 of the Companies Act, 2013;
(p) “listed entity” means an entity which has listed, on a recognised stock exchange(s),
the designated securities issued by it or designated securities issued under schemes
managed by it, in accordance with the listing agreement entered into between the
entity and the recognised stock exchange(s);
(q) “listing agreement” shall mean an agreement that is entered into between a
recognised stock exchange and an entity, on the application of that entity to the
recognised stock exchange, undertaking to comply with conditions for listing of
designated securities;
 SEBI (LODR) REGULATIONS, 2015 5.6

(r) “main board” means main board as defined in clause (a) of sub-regulation (1) of
regulation 106N of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
(s) “net worth” means net worth as defined in sub-section (57) of section 2 of the
Companies Act, 2013;
(t) ‘non-convertible debt securities’ which is ‘debt securities’ as defined under regula-
tion 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008;
(u) ‘non-convertible redeemable preference shares’, ‘perpetual debt instrument’/‘inno-
vative perpetual debt instrument’ and ‘perpetual non-cumulative preference share’
shall have the same meaning as assigned to them in the Securities and Exchange
Board of India (Issue and Listing of Non-Convertible Redeemable Preference
Shares) Regulations, 2013;
(v) “offer document” shall have the same meaning assigned to it under clause (x) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009, clause (j) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008, clause (p) of sub-regulation (1) of
regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Redeemable Preference Shares) Regulations, 2013, clause (r) of regu-
lation 2 of the Securities and Exchange Board of India (Mutual Funds) Regulations,
1996 and clause (l) of sub-regulation (1) of regulation 2 of the Securities and
Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments)
Regulations, 2008, as may be applicable;
(w) ”promoter” and “promoter group” shall have the same meaning as assigned to them
respectively in clauses (za) and (zb) of sub-regulation (1) of regulation 2 of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Require-
ments) Regulations, 2009;
(x) “public” means public as defined under clause (d) of rule 2 of the Securities
Contracts (Regulation) Rules, 1957;
(y) “public shareholding” means public shareholding as defined under clause (e) of rule
2 of the Securities Contracts (Regulation) Rules, 1957;
(z) “quarter” means the period of three months commencing on the first day of April,
July, October or January of a financial year;
(za) “quarterly results” means the financial results prepared in accordance with these
regulations in respect of a quarter;
(zb) “related party” means a related party as defined under sub-section (76) of section 2
of the Companies Act, 2013 or under the applicable accounting standards :
Provided that this definition shall not be applicable for the units issued by mutual
funds which are listed on a recognised stock exchange(s);
(zc) “related party transaction” means a transfer of resources, services or obligations
between a listed entity and a related party, regardless of whether a price is charged
and a “transaction” with a related party shall be construed to include a single
transaction or a group of transactions in a contract :
Provided that this definition shall not be applicable for the units issued by mutual
funds which are listed on a recognised stock exchange(s);
(zd) “relative” means relative as defined under sub-section (77) of section 2 of the
Companies Act, 2013 and rules prescribed thereunder :
Provided this definition shall not be applicable for the units issued by mutual fund
which are listed on a recognised stock exchange(s);
5.7 SEBI (LODR) REGULATIONS, 2015

(ze) “schedule” means a schedule annexed to these regulations;

(zf) “securities laws” means the Act, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996, and the provisions of the Companies Act, 1956 and Compa-
nies Act, 2013, and the rules, regulations, circulars or guidelines made thereunder;
(zg) ‘securitised debt instruments’ as defined in the Securities and Exchange Board of
India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008;
(zh) “servicer” means servicer as defined under clause (t) of sub-regulation (1) of
regulation 2 of the Securities and Exchange Board of India (Public Offer and Listing
of Securitised Debt Instruments) Regulations, 2008;
(zi) “small and medium enterprises” or “SME” shall mean an entity which has issued
specified securities in accordance with the provisions of Chapter XB of the Securi-
ties and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
(zj) “SME Exchange” means an SME exchange as defined under clause (c) of sub-
regulation (1) of regulation 106N of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009;
(zk) “stock exchange” means a recognised stock exchange as defined under clause (f) of
section 2 of the Securities Contracts (Regulation) Act, 1956;
(zl) ‘specified securities’ means ‘equity shares’ and ‘convertible securities’ as defined
under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(zm) “subsidiary” means a subsidiary as defined under sub-section (87) of section 2 of the
Companies Act, 2013;
(2) All other words and expressions used but not defined in these regulations, but defined
in the Act or the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996 and/or the rules and regulations made thereunder shall have the
same meaning as respectively assigned to them in such Acts or rules or regulations or any
statutory modification or re-enactment thereto, as the case may be.
Applicability of the regulations.
3. Unless otherwise provided, these regulations shall apply to the listed entity who has
listed any of the following designated securities on recognised stock exchange(s):
(a) specified securities listed on main board or SME Exchange or institutional trading
platform;
(b) non-convertible debt securities, non-convertible redeemable preference shares,
perpetual debt instrument, perpetual non-cumulative preference shares;
(c) Indian depository receipts;
(d) securitised debt instruments;
(e) units issued by mutual funds;
(f) any other securities as may be specified by the Board.

CHAPTER II
PRINCIPLES GOVERNING DISCLOSURES AND
OBLIGATIONS OF LISTED ENTITY
Principles governing disclosures and obligations.
4. (1) The listed entity which has listed securities shall make disclosures and abide by its
obligations under these regulations, in accordance with the following principles :
 SEBI (LODR) REGULATIONS, 2015 5.8

(a) Information shall be prepared and disclosed in accordance with applicable stan-
dards of accounting and financial disclosure.
(b) The listed entity shall implement the prescribed accounting standards in letter and
spirit in the preparation of financial statements taking into consideration the interest
of all stakeholders and shall also ensure that the annual audit is conducted by an
independent, competent and qualified auditor.
(c) The listed entity shall refrain from misrepresentation and ensure that the informa-
tion provided to recognised stock exchange(s) and investors is not misleading.
(d) The listed entity shall provide adequate and timely information to recognised stock
exchange(s) and investors.
(e) The listed entity shall ensure that disseminations made under provisions of these
regulations and circulars made thereunder, are adequate, accurate, explicit, timely
and presented in a simple language.
(f) Channels for disseminating information shall provide for equal, timely and cost
efficient access to relevant information by investors.
(g) The listed entity shall abide by all the provisions of the applicable laws including the
securities laws and also such other guidelines as may be issued from time to time
by the Board and the recognised stock exchange(s) in this regard and as may be
applicable.
(h) The listed entity shall make the specified disclosures and follow its obligations in
letter and spirit taking into consideration the interest of all stakeholders.
(i) Filings, reports, statements, documents and information which are event based or
are filed periodically shall contain relevant information.
(j) Periodic filings, reports, statements, documents and information reports shall
contain information that shall enable investors to track the performance of a listed
entity over regular intervals of time and shall provide sufficient information to
enable investors to assess the current status of a listed entity.
(2) The listed entity which has listed its specified securities shall comply with the corporate
governance provisions as specified in Chapter IV which shall be implemented in a manner
so as to achieve the objectives of the principles as mentioned below.
(a) The rights of shareholders : The listed entity shall seek to protect and facilitate the
exercise of the following rights of shareholders :
(i) right to participate in, and to be sufficiently informed of, decisions concerning
fundamental corporate changes.
(ii) opportunity to participate effectively and vote in general shareholder meet-
ings.
(iii) being informed of the rules, including voting procedures that govern general
shareholder meetings.
(iv) opportunity to ask questions to the board of directors, to place items on the
agenda of general meetings, and to propose resolutions, subject to reasonable
limitations.
(v) Effective shareholder participation in key corporate governance decisions,
such as the nomination and election of members of board of directors.
(vi) exercise of ownership rights by all shareholders, including institutional
investors.
(vii) adequate mechanism to address the grievances of the shareholders.
(viii) protection of minority shareholders from abusive actions by, or in the interest
of, controlling shareholders acting either directly or indirectly, and effective
means of redress.
5.9 SEBI (LODR) REGULATIONS, 2015

(b) Timely information : The listed entity shall provide adequate and timely informa-
tion to shareholders, including but not limited to the following :
(i) sufficient and timely information concerning the date, location and agenda of
general meetings, as well as full and timely information regarding the issues
to be discussed at the meeting.
(ii) Capital structures and arrangements that enable certain shareholders to
obtain a degree of control disproportionate to their equity ownership.
(iii) rights attached to all series and classes of shares, which shall be disclosed to
investors before they acquire shares.
(c) Equitable treatment : The listed entity shall ensure equitable treatment of all
shareholders, including minority and foreign shareholders, in the following manner :
(i) All shareholders of the same series of a class shall be treated equally.
(ii) Effective shareholder participation in key corporate governance decisions,
such as the nomination and election of members of board of directors, shall
be facilitated.
(iii) Exercise of voting rights by foreign shareholders shall be facilitated.
(iv) The listed entity shall devise a framework to avoid insider trading and abusive
self-dealing.
(v) Processes and procedures for general shareholder meetings shall allow for
equitable treatment of all shareholders.
(vi) Procedures of listed entity shall not make it unduly difficult or expensive to
cast votes.
(d) Role of stake holders incorporate governance: The listed entity shall recognise the
rights of its stakeholders and encourage co-operation between listed entity and the
stakeholders, in the following manner :
(i) The listed entity shall respect the rights of stakeholders that are established by
law or through mutual agreements.
(ii) Stakeholders shall have the opportunity to obtain effective redress for
violation of their rights.
(iii) Stakeholders shall have access to relevant, sufficient and reliable information
on a timely and regular basis to enable them to participate in corporate
governance process.
(iv) The listed entity shall devise an effective whistle blower mechanism enabling
stakeholders, including individual employees and their representative bodies,
to freely communicate their concerns about illegal or unethical practices.
(e) Disclosure and transparency : The listed entity shall ensure timely and accurate
disclosure on all material matters including the financial situation, performance,
ownership, and governance of the listed entity, in the following manner :
(i) Information shall be prepared and disclosed in accordance with the pre-
scribed standards of accounting, financial and non-financial disclosure.
(ii) Channels for disseminating information shall provide for equal, timely and
cost efficient access to relevant information by users.
(iii) Minutes of the meeting shall be maintained explicitly recording dissenting
opinions, if any.
(f) Responsibilities of the board of directors : The board of directors of the listed entity
shall have the following responsibilities :
(i) Disclosure of information :
 SEBI (LODR) REGULATIONS, 2015 5.10

(1) Members of board of directors and key managerial personnel shall

disclose to the board of directors whether they, directly, indirectly, or
on behalf of third parties, have a material interest in any transaction or
matter directly affecting the listed entity.
(2) The board of directors and senior management shall conduct them-
selves so as to meet the expectations of operational transparency to
stakeholders while at the same time maintaining confidentiality of
information in order to foster a culture of good decision-making.
(ii) Key functions of the board of directors—
(1) Reviewing and guiding corporate strategy, major plans of action, risk
policy, annual budgets and business plans, setting performance objec-
tives, monitoring implementation and corporate performance, and
overseeing major capital expenditures, acquisitions and divestments.
(2) Monitoring the effectiveness of the listed entity’s governance practices
and making changes as needed.
(3) Selecting, compensating, monitoring and, when necessary, replacing
key managerial personnel and overseeing succession planning.
(4) Aligning key managerial personnel and remuneration of board of
directors with the longer term interests of the listed entity and its
shareholders.
(5) Ensuring a transparent nomination process to the board of directors
with the diversity of thought, experience, knowledge, perspective and
gender in the board of directors.
(6) Monitoring and managing potential conflicts of interest of manage-
ment, members of the board of directors and shareholders, including
misuse of corporate assets and abuse in related party transactions.
(7) Ensuring the integrity of the listed entity’s accounting and financial
reporting systems, including the independent audit, and that appropri-
ate systems of control are in place, in particular, systems for risk
management, financial and operational control, and compliance with
the law and relevant standards.
(8) Overseeing the process of disclosure and communications.
(9) Monitoring and reviewing board of director’s evaluation framework.
(iii) Other responsibilities :
(1) The board of directors shall provide strategic guidance to the listed
entity, ensure effective monitoring of the management and shall be
accountable to the listed entity and the shareholders.
(2) The board of directors shall set a corporate culture and the values by
which executives throughout a group shall behave.
(3) Members of the board of directors shall act on a fully informed basis,
in good faith, with due diligence and care, and in the best interest of the
listed entity and the shareholders.
(4) The board of directors shall encourage continuing directors training to
ensure that the members of board of directors are kept up to date.
(5) Where decisions of the board of directors may affect different share-
holder groups differently, the board of directors shall treat all share-
holders fairly.
(6) The board of directors shall maintain high ethical standards and shall
take into account the interests of stakeholders.