The document outlines the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing detailed compliance checklists for stock exchanges, shareholders communication, and penalties for non-compliance. It specifies various regulatory requirements relating to board meetings, corporate governance, and reporting timelines for different financial statements and disclosures. Additionally, it includes guidelines for the composition of the board of directors and the responsibilities of audit committees.

1. SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
Get in Touch:
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info@mbuha.com
+91 88 666 22 111
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Key highlights
M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S

2. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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C O V E R A G E
Checklist for stock exchanges submission
Checklist for shareholders communication
Penalty for non-compliance of LODR
SEBI FAQs for LODR
Board Meeting Tasks
Board shall ensure
Note: To download SEBI notified format please click on ‘U-pin’ symbol
at respective place hereinafter.

3. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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Checklist for stock exchanges submission
1
April to September and October to March each year.
2
BOD means Board of Directors
3
excluding the date of the intimation and date of the meeting
Clause/
Regulation
Compliance
Time Period
Quarterly
Half
Yearly1
Annually Event Basis
7(3)
Submit Compliance
Certificate signed by
Compliance Officer(CS)
and RTA
-
Within
1 Month
- -
7(5)
Intimation of
Appointment of new
RTA
- - -
Within
7 days from
the date of
Agreement
13(3)
Statement (place before
the meeting of the
BOD2) giving
the number of investor
complaints pending at
the beginning of the
quarter, received during
the quarter, disposed of
during the quarter and
those remaining
Unresolved at the end
of the quarter.
Within
21 Days
- - -
27(2)(a)
Compliance report on
corporate governance
shall be signed either
by the compliance
officer or the chief
executive officer of the
listed entity. (not
mandatory to whom
CG is not applicable)
Within
15 days
In
Annexure-
I
Within
15 days
In
Annexure
-III
Within
15 days
In
Annexure
-II
-
29(2)
Intimation of Board
Meeting for Financial
results.
(Quarterly, Half yearly
and Annual)
Before 5
Working
days3
- -
29(2)
Intimation of Board
Meeting for following
prescribed transactions:
a) Buyback
b) Delisting
c) Fund raising
through issue
d) Dividend
e) Bonus
- - -
Before 2
Working
days

4. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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29(3)
Intimation of following
proposals placed before
board of directors.
a) alteration in the
form or nature of
any listed securities
or in the rights or
privileges attached
thereto;
b) Alteration of date of
payment of interest
on debenture or
date of redumption
- - -
Before 11
Working
days
30(6)
Disclose to stock
exchange(s) of all
events, as specified in
Part A of Schedule III,
or information. common
instances are:
a) Arrangement
b) Fraud
c) Change in Director,
KMP, Auditor and
Compliance Officer
d) Settlement with
Bank
e) Communication
made to
shareholders
f) Proceedings of
General Meetings
g) Amendment into
MoA or AoA
- - -
Within
24 Hours
h) Outcome of BM
wherein financial
result, dividend,
bonus, buyback,
calls, delisting etc.
considered;
Within 30
Minutes
of
conclusio
n of board
meeting.
31(1)
Statement showing
holding of securities
and shareholding
pattern separately for
each class of securities.
* Entity which have
listed their specified
securities on SME
Exchange has to comply
on half yearly basis
instead of quarterly
basis.
Within
21 days
Within
21 days
-
1) 1 day
prior to
listing of its
securities
on the stock
exchange(s)
2) within
10 days of
any capital
restructurin
g of the
listed entity
resulting in

5. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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a change
exceeding
two per cent
of the total
paid-up
share
capital
32(1)
In case of public issue,
rights issue,
preferential issue etc.*
1) Statement 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
2) 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.
* Entity which have
listed their specified
securities on SME
Exchange has to comply
on half yearly basis
instead of quarterly
basis.


- -
33(3)(a)
Submit quarterly
financial results along
with Limited Review
Report
* Entity which have
listed their specified
securities on SME
Exchange has to comply
on half yearly basis
instead of quarterly
basis.
Within 45
days.*
*Except
Last
Quarter
- -
33(3)(d)
Quarterly and annually
Audited Standalone
and Consolidated
-
Within 60
days
-

6. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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financial results for
the financial year along
with Auditors Report
(along with Form A or
B)
33(3)(f)
Statement of assets and
liabilities
-
Within
45 or 60
days as
the case
may be
- -
34(1)
Submit the annual
report
- -
Within 21
working
Days
from date
of AGM in
which
approved
and
adopted
-
35
Submit Annual
Information
Memorandum
*Time limit not specified
yet.
- -  -
37(1)
Draft scheme of
arrangement for
obtaining Observation
Letter or No-objection
letter
- - -
Before filing
with court
or Tribunal
37(5)
Upon sanction of the
Scheme by the Court or
Tribunal, submit the
documents as
prescribed.
- - - 
39(3)
Submit information
regarding loss of share
certificates
and issue of the
duplicate certificates
- - -
Within 2
days of
getting such
information
40(10)
Certificate from a
PCS certifying that all
certificates have been
issued within 30 days
of the date of lodgement
for transfer, sub-
division, consolidation,
renewal, exchange or
endorsement of
calls/allotment monies
submitted by RTA to
the Company.
-
Obtain
Within 1
Month
submit
with SE
immediat
ely
- -

7. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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4
For securities held in physical form, the listed entity may, announce dates of closure of its transfer books in
place of record date.
5
excluding the date of intimation and the record date
*Time limit not specified
42(2)
Notice for Intimation of
record date4
- - -
Before 7
working
days5
44(3)
Submit details
regarding the voting
results
- - -
Within
48 hours
45(3)
Approval for change of
name after confirming
name availability from
ROC.
- - - 

8. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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Checklist for shareholders communication
6
To all the Shareholders who has provided their e-mail address
7
To the Shareholders who has not provided their e-mail address
8
To be provided upon specific request of the shareholders.
Clause/
Regulation
Compliance
Time Period
Quarterly
Half
Yearly
Annually Event Basis
36(1)(a)
Soft Copy of Annual
Report6
21 days
before the
AGM
36(1)(b)
Hard Copy of Form
AOC-37
21 days
before the
AGM
36(1)(c)
Hard copies of full
annual reports8

12
Where the amount
payable as dividend
exceeds Rs. 1,500/- the
‘payable-at-par’
warrants or cheques
shall be sent by
speed post.

26(4)
Non-executive directors
shall disclose their
shareholding, held
either by them or
on a beneficial basis for
any other persons in
the listed entity in
which they are
proposed to be
appointed as directors,
in the notice to the
general meeting
called for appointment
of such director

34(3)
The annual report shall
contain any other
disclosures specified in
Companies
Act, 2013 along with
other requirements as
specified in Schedule V
of LODR


9. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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36(3)
In case of the
appointment of a new
director or re-
appointment of a
director the
shareholders must be
provided with the
following information:
(a) a brief resume of the
director;
(b) nature of his
expertise in specific
functional areas;
(c) disclosure of
relationships
between directors
inter-se;
(d) names of listed
entities in which the
person also holds the
directorship and the
membership of
Committees of the
board; and
(e) shareholding of non-
executive directors.

44(1)
The listed entity shall
provide the facility of
remote e-voting facility
to its shareholders, in
respect of all
shareholders'
resolutions.

46
Maintain Website with
details as mentioned in
Regulation 46

47
Advertisements in
Newspapers:
a) notice of meeting of
the board of
directors where
financial results
shall be discussed
Before 5
Working
days
b) Financial Result
within 48
hours of
conclusio
n of the
meeting
c) notices given to
shareholders by
advertisement


10. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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Penalty for non-compliance of LODR
Download Attachment:
SEBI FAQs for LODR
Download Attachment:

11. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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Board Meeting Tasks:
Regulation Particulars
7(6)
Agreement entered with new RTA Agent shall be placed before the next
Board Meeting
9
The listed entity shall have a policy for preservation of documents,
approved by its board of directors
13(4)
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, shall be placed, on quarterly basis, before the board of directors of
the listed entity.
17(3)*
The 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.
17(5)(a)*
The board of directors shall lay down a code of conduct for all members of
board of directors and senior management of the listed entity.
17(7)*
The minimum information to be placed before the board of directors is
specified in Part A of Schedule II
17(8)*
The chief executive officer and the chief financial officer shall provide the
compliance certificate to the board of directors as specified in Part B of
Schedule II
17(9)(b)*
The board of directors shall be responsible for framing, implementing
and monitoring the risk management plan for the listed entity
17(10)*
The performance evaluation of independent directors shall be done by the
entire board of directors.
18* The board of directors shall constitute the Audit Committee
19(1)*
The board of directors shall constitute the nomination and remuneration
committee
20(3)*
The board of directors shall constitute Stakeholders Relationship
Committee and decide other members of this committee.
21(1)* The board of directors shall constitute a Risk Management Committee
24(3)*
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
24(4)*
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
26(3)*
All members of the board of directors and senior management personnel
shall affirm compliance with the code of conduct of board of directors and
senior management on an annual basis
26(7)*
Senior management shall make disclosures to the board of directors
relating to all material, financial and commercial transactions, where they
have personal interest that may have a potential conflict with the interest
of the listed entity at large.
* Applicable to those listed entities to whom the provisions of Corporate
Governance is applicable.
30(4)(ii)
The listed entity shall frame a policy for determination of materiality, based
on criteria specified in this sub-regulation, duly approved by its board of
directors, which shall be disclosed on its website.

12. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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30(5)
The board of directors of the listed entity shall authorize 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.
33(2)(c)
The limited review report shall be placed before the board of directors, at
its meeting which approves the financial results, before being submitted to
the stock exchange(s).
33(2)(a)
Provided that 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.
40(2)
The board of directors of a listed entity may delegate the power of transfer
of securities to a committee or to compliance officer or to the registrar to an
issue and/or share transfer agent(s)

13. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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Board shall ensure:
A listed entity shall appoint a qualified company secretary as the compliance
officer.
The listed entity shall appoint a share transfer agent or manage the share
transfer facility in-house. In case the shareholders exceeds the figure 1 Lakh
then mandatory appoint itself as Category-II share transfer agent or appoint
Registrar to an issue and share transfer agent.
Reg. 9: The listed entity shall have a policy for preservation of documents (it
may in electronic form), approved by its board of directors.
Reg. 10: The listed entity shall file the reports, statements, documents,
filings and any other information with the recognised stock exchange(s) on
the electronic platform as specified by the Board or the recognised stock
exchange(s).
Reg.15: Corporate Governance Applicability:
(1) 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; or
(2) listed entity which has listed its specified securities on the SME
Exchange
But provisions of the Companies Act, 2013 shall continue to apply, wherever
applicable.
Corporate Governance Compliances
Board of Directors:
› Not less than fifty per cent. of the board of directors shall comprise of
non-executive directors;
› At least one woman director
› A director shall not be a member in more than ten committees or act
as chairperson of more than five committees across all listed and un-
listed public entities
Independent Director:
› where the chairperson (shall not promoter or related to promoter or
person occupying management positions at the level of board of
director or at one level below the board of directors) of the board of
directors is a non-executive director, at least one-third of the board
of directors shall comprise of independent directors otherwise at least
half of the board of directors shall comprise of independent directors
› A person shall not serve as an independent director in more than
seven listed entities:
› 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 maximum tenure of independent directors shall be in

14. M. BUHA & CO.
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accordance with the Companies Act, 2013 and rules made
thereunder.
› The independent directors of the listed entity shall hold at least one
meeting in a year, without the presence of non-independent
directors.
› An independent director who resigns or is removed from the board of
directors of the listed entity, resulting reduction of Independent
directors below the threshold as required, shall be replaced by a new
independent director by listed entity at the earliest but not later than
the immediate next meeting of the board of directors or three months
from the date of such vacancy, whichever is later:
› BOD shall meet at least four times a year, with a maximum time gap
of one hundred and twenty days between any two meetings
› BOD shall periodically review compliance reports pertaining to all
laws applicable to the listed entity
› shall lay down a code of conduct for all members of BOD and senior
management and code of conduct shall suitably incorporate the
duties of independent directors as laid down in the Companies Act,
2013
› BOD shall recommend all fees or compensation, if any, paid to non-
executive directors, including independent directors beyond the limit
as prescribed under the CA, 2013 shall require approval of
shareholders in general meeting
› The CEO and the CFO shall provide the compliance certificate to the
BOD as specified in Part B of Schedule II.
› The performance evaluation of independent directors shall be done
by the
› entire board of directors excluding the Director who is subject to
evaluation
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
› 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.
Nomination and remuneration committee:
› the committee shall comprise of at least three directors
› all directors of the committee shall be non-executive directors; and
› at least fifty percent of the directors shall be independent directors

15. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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› The Chairperson of the nomination and remuneration committee
shall be an
› independent director
› Chairperson of BOD shall not chair the meeting of the Committee
Stakeholders Relationship Committee
› The listed entity shall constitute a Stakeholders Relationship
Committee
› The chairperson of this committee shall be a non-executive director
Risk Management Committee.
› BOD shall constitute a 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
› senior executives of the listed entity may be members of the
committee.
› applicable to top 100 listed entities, determined on the basis of
market capitalisation
Vigil mechanism.
› Listed entity shall formulate a vigil mechanism for directors and
employees to report genuine concerns
Related party transactions.
› 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
› Audit committee may grant omnibus approval for related party
transactions proposed to be entered. Such omnibus approvals shall
be valid for a period not exceeding one year and shall require fresh
approvals after the expiry of one year
› All material related party transactions shall require approval of the
shareholders through resolution and the related parties shall abstain
from voting on such resolutions
› All existing material related party contracts or arrangements entered
into prior to the date of notification of these regulations and which
may continue beyond such date shall be placed for approval of the
shareholders in the first General Meeting subsequent to notification
of these regulations
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
› The audit committee of the listed entity shall also review the
financial
› statements, in particular, the investments made by the unlisted
subsidiary
› 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.
› Disposal of investment in subsidiary resulting reduction of holding
below 50% requires approval of shareholders in general meeting

16. M. BUHA & CO.
C O M P A N Y S E C R E T A R I E S
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Reg. 16(1)(c): The listed entity shall formulate a policy for determining
‘material’ subsidiary, if applicable.
Reg. 30(4)(ii): The listed entity shall frame a policy for determination of
materiality of event or information for the purpose of making disclosures to
stock exchange(s), based on criteria specified in this sub-regulation, duly
approved by its board of directors, which shall be disclosed on its website.
Reg. 30(8): The listed entity shall disclose on its website all such events or
information which has been disclosed to stock exchange(s) under regulation
30, and such disclosures shall be hosted on the website of the listed entity
for a minimum period of five years and thereafter as per the archival policy
of the listed entity, as disclosed on its website.
Reg. 31(2): The listed entity shall ensure that hundred percent of
shareholding of promoter(s) and promoter group is in dematerialized form.
Reg. 33(1)(d): limited review or audit reports submitted to the stock
exchange(s) on a quarterly or annual basis are to be given only by an auditor
who has subjected himself to the peer review process of Institute of
Chartered Accountants of India and holds a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.
Reg. 33(2)(b): 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.
Reg. 33(3)(b): If listed entity has subsidiary then it shall intimate to the
Stock exchanges whether it is opting option to submit consolidated quarterly
or year-to-date financial result or not.
Reg. 33(3)(e): The listed entity shall also submit the audited financial results
in respect of the last quarter along-with the results for the entire financial
year, with a note stating that the figures of last quarter are the balancing
figures between audited figures in respect of the full financial year and the
published year-to-date figures upto the third quarter of the current financial
year.
Reg. 40(3): Transfer of shares shall be made within 15 days. Transmission of
shares shall be made within 7 days it is in dematerialised mode or within 21
days if it is in physical mode.
- end -

17. Thank You
Get in TOUCH
201/B, Helix Complex, Opp. Hotel
Surya, Sayajigunj, Vadodara-05
(Guj.)
info@mbuha.com
+91 73 8350 8350
© 2015 M. BUHA & CO. all rights are reserved
Disclaimer: The information/data contained herein is of a
general nature and is not intended to address the
circumstances of any particular individual or entity.
Although we endeavour to provide accurate and timely
information, there can be no guarantee that such
information is accurate as of the date it is received or that it
will continue to be accurate in the future. No one should act
upon such information without appropriate professional
advice after a thorough examination of the particular
situation. Views expressed in this Article is purely of M.
BUHA & CO. it may vary. M. BUHA & CO. or its Staff will
not be responsible for any judgement or stand taken by you
considering this Article.
16
Date: 11th January, 2016