Listed Companies

The ‘NIL’ Disclosure Dilemma

Summary: Regulation 31 of the SEBI (LODR) Regulations, 2015, requires listed companies to submit quarterly statements of their shareholding pattern and holding of securities across various categories of shareholders, including the promoters and promoter group. This blog examines the interpretative issues caused by the recent SEBI circular dated March 20, 2025, and updated FAQs, on whether it is mandatory for listed entities to disclose ‘promoter and promoter group’ members with ‘NIL’ shareholding in the aforesaid statements. Continue Reading The ‘NIL’ Disclosure Dilemma

Ten Years of LODR: The Journey from “Minimum Principles” to “Maximum Prescriptions”

Evolution of LODR

The enactment of the SEBI Act in 1992 (“SEBI Act”), followed by the amendment of Section 21 of the Securities Contracts (Regulation) Act, 1956 (“SCRA”), empowered the Securities and Exchange Board of India (“SEBI”) to regulate the process of listing of securities by public companies.Continue Reading Ten Years of LODR: The Journey from “Minimum Principles” to “Maximum Prescriptions”

“One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), requires every listed entity to appoint a company secretary as a compliance officer. The responsibilities of such an officer includes, among other things, ensuring compliance with regulations, coordinating with relevant authorities, verifying accuracy of submissions, and overseeing grievance redressal mechanisms. On April 1, 2025, the Securities and Exchange Board of India (“SEBI”) released a clarification[1] on the position of the compliance officer in terms of Regulation 6 of the SEBI LODR.[2]Continue Reading “One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Context

The law on related party transactions (“RPTs”) has been evolving since its inclusion in the Companies Act, 2013 (“the Act”), and the introduction of stricter regulations for listed companies by the Securities and Exchange Board of India (“SEBI” or “Regulator”) in the Listing Obligations and Disclosure Requirements Regulations, 2015 (“LODR”). Yet, India Inc. continues to falter in its battle for good governance because of abusive RPTs, inadequate disclosures, and diversion of funds of listed companies to closely held promoter entities through innovative structures and shell entities – exacerbated because promoters own or control 75 per cent of listed entities in India.Continue Reading RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Reimagining Workforce Retention Strategies through Employee Co-Ownership

Companies in the twenty-first century use unique workforce retention strategies, especially long-term incentives that involve direct/indirect co-employee ownership. This post aims to discuss the regulatory framework governing share-linked and share-based employee benefits that companies offer.[1]Continue Reading Reimagining Workforce Retention Strategies through Employee Co-Ownership

The Securities Exchange Board of India (SEBI) has, over the years, undertaken initiatives to align reporting and disclosure requirements for listed companies in India with global standards, including alignment with the principles prescribed by the International Organization of Securities Commissions. On February 6, 2017, SEBI issued a circular on Integrated Reporting by Listed Entities (SEBI Circular) to strengthen disclosure standards of listed Indian companies.

What is Integrated Reporting?

Integrated reporting is a principle-based reporting framework that was developed by the IIRC. Companies in various countries globally including Japan, the United Kingdom and Australia have adopted integrated reporting.

The primary purpose of an Integrated Report is to provide stakeholders with details in relation to the following: (i) functioning of an organisation; (ii) the value created by an organisation over time; and (iii) various external factors that affect the organisation. The Framework sets out certain fundamental concepts and guiding principles that should be considered while preparing an Integrated Report.Continue Reading Streamlining Reporting Standards