Checklist of SEBI (LODR) Regulation, 2015

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
w.e.f. 2nd September, 2015
No. SEBI/LAD-NRO/GN/2015-16/013 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:—
Sr. No.	Regulations	Particulars		To be ensure (Compliance)	Time Limit	Remarks
1	6	A listed entity shall appoint a qualified company secretary as the compliance officer.		Appointed or not
2	7	The listed entity shall appoint a share transfer agent or manage the share transfer facility in-house:		Appointed or not
		Provided that, in the case of in-house share transfer facility, as and when the total number of holders of securities of the listed entity exceeds one lakh, the listed entity shall either register with the Board as a Category II share transfer agent or appoint Registrar to an issue and share transfer agent registered with the Board.		Ensure that all activities in relation to both physical and electronic share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.
				a compliance certificate filed with stock exchange duly signed by both the Compliance officer of the Listed Entiy and the authorised representative of Share Transfer agent, when ever applicable,	with in 1 M end of each Half F.Y.
				The listed entity shall intimate, regarding any change or appointment of New share Transfer agent to the Stock Exchange	With in 7 days of Such appointment or Change
3	9	Preservation of Documents
		Listed entity shall have a policy for preservation of documents, approved by its board of directors,		Policy made for preservation for Permanent nature; or Preservation for not les than 8 years
4	12	Payment of dividend or interest or redemption or repayment		The listed entity shall use any of the electronic mode of payment facility approved by the Reserve Bank of India,that is (a) dividends; (b) interest; (c) redemption or repayment amounts:
5	13	Grievance Redressal Mechanism.		The listed entity shall ensure that it is registered on the SCORES platform
				The listed entity shall file with the recognised stock exchange(s) , a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter	on a quarterly basis, within Twenty one days from the end of each quarter
				Statement regarding grievance shall placed before the Board on Quarterly Basis
6	16	Definitions.		Independent director: non-executive director, other than a nominee director of the listed entity: as per Companies Act, 2013
				“Material subsidiary” shall mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
				Explanation.- The listed entity shall formulate a policy for determining ‘material’ subsidiary.
7	17	Composition of Board of Directors		Shall have Optimum combination of executive and non-executive directors with at least one woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors;
				Where Chairperson is NED, at least 1/3rd BOD comprise Independent Director;
				Where Chairperson is not NED, at least 1/2  BOD comprise Independent Director;
				Where NED is related to promoter or management at the Level of Board of Director or one level below the Board, at least 1/2 shall be ID
				Meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings.
				Board of Directors shall periodically review compliance reports pertaining to all laws applicable to the listed entity, prepared by the listed entity as well as steps taken by the listed entity to rectify instances of non-compliances.
				Board of Directors shall recommend all fees or compensation, if any, paid to non-executive directors, including independent directors and shall require approval of shareholders in general meeting.
8	18	Audit Committee.		The audit committee shall have minimum three directors as members
				Two-thirds of the members of audit committee shall be independent directors.
				All members of audit committee shall be financially literate and at least one member shall have accounting or related financial  management expertise.
				The chairperson of the audit committee shall be an independent director and he shall be present at Annual general meeting to answer shareholder queries.
				The Company Secretary shall act as the secretary to the audit committee.
				The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
				The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.
9	19	Nomination and remuneration committee.		The committee shall comprise of at least three directors
				All directors of the committee shall be non-executive directors
				At least fifty percent of the directors shall be independent directors
				The Chairperson of the nomination and remuneration committee shall be an independent director
10	20	Stakeholders Relationship Committee.		The chairperson of this committee shall be a non-executive director
11	21	Risk Management Committee.		The majority of members of Risk Management Committee shall consist of members of the board of directors.
				The Chairperson of the Risk management committee shall be a member of the board of directors and senior executives of the listed entity may be members of the committee.
12	22	Vigil mechanism.		The listed entity shall formulate a vigil mechanism for directors and employees to report genuine concerns.
13	23	Related party transactions.		The listed entity shall formulate a policy on materiality of related party transactions and on dealing with related party transactions
				All related party transactions shall require prior approval of the audit committee
		Provided that where the need for related party transaction cannot be foreseen and details (mentions in respective Column) are not  available, audit committee may grant omnibus approval for such transactions subject to their value not exceeding rupees one crore per transaction.		Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the listed entity subject to the following conditions, namely-                        1).Audit committee shall lay down the criteria for granting the omnibus approval and such approval shall be applicable in respect of transactions which are repetitive in nature        2).The omnibus approval shall specify,               The name(s) of the related party,                     Nature of transaction, period of transaction, Maximum amount of transactions that shall be entered                                                                                  The indicative base price / current contracted price and the formula for variation in the price if any
				The audit committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the listed entity pursuant to each of the omnibus approvals given.
				Omnibus approvals shall not be older than 1 year
				All material related party transactions shall require approval of the shareholders
14	24	Corporate governance requirements with respect to subsidiary of listed entity.		At least one independent director on the board of directors of the listed entity shall be a director on the board of directors of an unlisted material subsidiary, incorporated in India.
				The minutes of the meetings of the board of directors of the unlisted subsidiary shall be placed at the meeting of the board of directors of the listed entity.
		“significant transaction or arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed ten percent of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted material subsidiary for the immediately preceding accounting year.		The management of the unlisted subsidiary shall periodically bring to the notice of the board of directors of the listed entity, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary.
15	25	Obligations with respect to independent directors.		A person shall not serve as an independent director in more than seven listed entities:
		Provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities.		The independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.
				The independent directors in the meeting referred in sub-regulation (3) shall, inter alia- (a) review the performance of non-independent directors and the board of directors as a whole; (b) review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors; (c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.
16	26	Obligations with respect to directors and senior management.		A director shall not be a member in more than ten committees or act as chairperson of more than five committees across all listed entities
		For Limit of Committee all public company whether listed or unlisted included and Private, Foreign Company and Section 8 Companies Excluded
		For the purpose of determination of limit, chairpersonship and membership of the audit committee and the Stakeholders' Relationship Committee alone shall be considered.
17	27	Other corporate governance requirements.		The listed entity shall submit a quarterly compliance report on corporate governance to recognised STx	With in 15 Days from the Closer of Quarter
18	28	In-principle approval of recognized stock exchange(s).		The listed entity, before issuing securities, shall obtain an ‘in-principle’ approval from Recognised stock exchange(s)
19	29	Prior Intimations.(STx)		The listed entity shall give prior intimation to stock exchange about the meeting of the board of directors in which any of the following proposals considered;                                                   (a) financial result whether quarterly, half yearly, or annualy;                                                            (b) proposal for buy back of securities;                       (c) voluntary  delisting by the listed entity from the recognised STx;                                                         (d) FPO,Right issue, ADR/GDR/FCCB, QIP, Debt Issue, Prefential Issue or any other method for rasing fund and for determination of issue price (same in case of AGM/EGM);                                      (e) Declaration/recommendation of Dividend, Issue of Convertible security including convertible debenture;                                                   (f) proposal for declaration of Bonus Issue, if it is part of agenda (no prior intimation is required where it is not part of agenda)	at least 2 working days in advance except point no (a) financial Resusult (for Point No-a, at least 5 days in advance)
				Any alteration  in the form or nature of any of its securities, listed on STx or in the right or privilage of Shareholder;                                            Alteration in the date of payment of interest on debenture/bonds/redeemable preferance share	At least 11 Working Days Before the BOD meeting
20	30	Disclosure of events or information - STx		Every listed entity shall make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material.
		Para A of Part A of Schedule III		Acquisitions*, Scheme of arrangement (amalgamation/merger/demerge/restructuring) or sale or disposal of any units, or subsidiary of the listed entity.	As soon as reasonably possible and not later than twenty four hours from the occurrence of event or information: (after 24 Hrs give reason for Delay)
		Acquisitions meaqns*;
		Acquiring control, wether directly or indirectly		Revision in Rating(s).
		Acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that - (a)the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or; (b)there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.		Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls,  redemption of securities
				Authorization by BOD one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) under this regulation and the contact details of such personnel shall be also disclosed to the stock exchange(s) and as well as on the listed entity's website.
				listed entity shall frame a policy for determination of materiality, duly approved by its board of directors, which shall be disclosed on its website.
		Result of Meeting of Board of Directors disclose to Stock Exchange regarding		1. Dividend/ Bonus Shares recommended or Declared;                                               2.Cancellation of dividend;                                     3. Decision of BB of Securities;                              4. Decision of raising fund;                                      5 Re-issue of forfeited shares;                                6. Financial Results;                                                 7. decision of voluntary delisting .	within 30 minutes of the closure of the meeting,
		Para B of Part A of Schedule III		1. commencement or any postponement in the date of commencement of commercial production or commercial productions                                           2. Agreement                                                                      3. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity,                                                                                       4. Options to purchase securities including any ESOP/ESPS Scheme,                                                         5. Giving of guarantees or indemnity or becoming a surety for any third party,                                                                                      6. Granting, withdrawal , surrender , cancellation or suspension of key licenses or regulatory approvals,	at least 2 working days in advance except point no (a) financial Resusult (for Point No-a, at least 5 days in advance
21	31	Holding of specified securities and shareholding pattern.		Listed entity shall submit a statements showing holding of securities and shareholding pattern separately for each class of securities to STx	1. One day prior to listing of its securities;                              2. on quarterly basis, within 21 Days from the end of each quarter;                                3. within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital
				listed entities which have listed their specified securities on SME Exchange, statement to STx	on a half yearly basis within twenty one days from the end of each half year.
				Ensure that hundred percent of shareholding of promoter(s) and promoter group is in  dematerialized form
22	31A	Disclosure of Class of shareholders and Conditions for Reclassification.		All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all stock exchanges having nationwide trading terminals where the specified securities of the entity are listed, in accordance with the formats specified by SEBI.
				In case of transmission/succession/inheritance, the inheritor shall be classified as promoter.
		When a new promoter replaces the previous promoter subsequent to an open offer or in any other manner, re-classification may be permitted subject to approval of shareholders in the general meeting and compliance of the following conditions:		Such promoter along with the promoter group and the Persons Acting in Concert shall not hold more than ten per cent of the paid-up equity capital of the entity.
				Such promoters and their relatives shall not act as key managerial person for a period of more than three years from the date of shareholders’ approval:
				Such promoter shall not continue to have any special rights through formal or informal arrangements. All shareholding agreements granting special rights to such entities shall be terminated.
22	32	Statement of deviation(s) or variation(s).		The listed entity shall submit to the stock exchange the following statement	On a quarterly basis for public issue, rights issue, preferential issue etc.
				indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable;
				indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds
				Ensure listed entity shall furnish an explanation for the variation specified in sub-regulation (1), in the directors’ report in the annual report.
				The listed entity shall prepare an annual statement of funds utilized for purposes other than those stated in the offer  document/prospectus/notice, certified by the statutory auditors of the listed entity, and place it before the audit committee till such time the full money raised through the issue has been fully utilized
				Where the listed entity has appointed a monitoring agency to monitor utilisation of proceeds of a public or rights issue, the listed entity shall submit to the stock exchange(s) any comments or report received from the  monitoring agency.
23	33	Financial results.		The financial results shall be prepared on the basis of accrual accounting policy and shall be in accordance with uniform accounting practices adopted for all the periods
		Approval and authentication of the financial results		The quarterly financial results submitted shall be approved by the Board of Directors
				While placing the financial results before the board of directors, the chief executive officer and chief financial officer of the listed entity shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading
				The financial results submitted to the stock exchange shall be signed by the chairperson or managing director, or a whole time director or in the absence of all of them; it shall be signed by any other director of the listed entity who is duly authorized by the board of directors to sign the financial results.
				The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange	(45) Forty-five days of end of each quarter
				The listed entity shall submit audited standalone financial results for the financial year along with the audit report; (CONSOLIDATED WILL BE IN SAME MANNER)	within sixty days from the end of the financial year
24	34	Annual Report		TO Esure listed entity shall submit the annual report to the stock exchange	Within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.
25	35	Annual Information Memorandum.		The listed entity shall submit to the stock exchange(s) an Annual Information Memorandum in the manner specified by the Board from time to time.
26	36	Documents & Information to shareholders.		The listed entity shall send annual report referred to holder of securities	Not less than twenty-one days before the annual general meeting.
27	37	Draft Scheme of Arrangement & Scheme of Arrangement.		listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, u/s 391-394 and 101 of the Companies Act, 1956; (230-234 and 66 of Companies act, 2013)	with the stock exchange(s) for obtaining **Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal
		** observation Letter or No-Objection letter valid for 6 Month from the Date of issuance
28	38	Minimum Public Shareholding.		The listed entity shall comply with the minimum public shareholding requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time	25%
29	39			The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange	certificates, to the stock exchange
30	40	Transfer or transmission or transposition of securities		Schedule VII
31	42	Record Date or Date of closure of transfer books.		The listed entity shall give notice to STx in advance regarding record date or book closure date	at least 7 days
				The listed entity shall ensure the time gap of at least thirty days between two record dates.
32	44	Result of Voting by shareholders.		listed entity shall submit to the stock exchange, conclusion of its General Meeting,	within forty eight hours
33	46	Website		The listed entity shall maintain a functional website containing the basic information about the listed entity
34	47	Advertisements in Newspapers
		listed entity shall publish the information in the newspaper:		notice of meeting of the board of directors where financial results shall be discussed
				financial results, as specified in regulation 33	within 48 hours of conclusion of the meeting of board of Directors at which the financial results were approved
		Note:  Regulation  - 15, Non applicability of Corporate Governance Provisions ;  If Listed entity falls under limit then it comply the all regulation specified within 6 Month from the Date of applicability		Corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply
				The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year: