Listed Company Compliance under SEBI LODR
Listed company compliance follows a steady rhythm under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On the main board, the shareholding pattern is due within 21 days of each quarter, results within 45 days, and material events within 24 hours. We run that calendar for listed companies, draft the disclosures and file them on the stock exchange portals.
What it is
Listed company compliance means the ongoing duties a company takes on when its securities trade on a stock exchange. Each quarter, at each year end and whenever something material happens, the company tells the exchange. The exchange tells the market. Every investor should get the same information at the same time.
The main rulebook is the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, usually called LODR, read with SEBI’s master circular for listed entities. It sits on top of the Companies Act, 2013, which still applies in full. Filings under LODR go to the stock exchanges through their own online portals, while Companies Act forms still go to the ROC on the MCA V3 portal.
Who it applies to
Your shares trade on the main board
Any company whose equity shares are listed on the main board of a recognised stock exchange. Board composition, committees and the full set of quarterly disclosures apply.
You are listed on an SME platform
Companies listed on an SME exchange follow LODR too, with relief from some corporate governance provisions under Regulation 15(2). The disclosure and results duties still apply, so the calendar still needs managing.
You are preparing for an IPO
Think of a family-run Haryana manufacturer planning an SME IPO. Its board, committees and policies have to be in place before the listing date, not after. If you are moving from private to public first, see our page on converting a private company to public. We help set up the listed company compliance structure so the first quarter after listing does not become a scramble.
Why it matters
Keeps investors confident
Investors, analysts and lenders read your exchange filings before anything else. Late or vague announcements make them wary.
Stops fines piling up
Stock exchanges levy fines for each day a quarterly filing is late, under SEBI’s standard operating procedure.
Shields your directors
SEBI can penalise the company and its officers. Under Section 15HB of the SEBI Act, a breach with no separate penalty can cost between ₹1 lakh and ₹1 crore.
Documents required
Corporate records
- Board and committee composition, with appointment dates
- Policies already adopted (related party, code of conduct, insider trading)
- Last year’s annual report and corporate governance report
Quarterly data
- Beneficiary position from the registrar and transfer agent (RTA)
- Investor complaint register
- Financial results with the auditor’s limited review or audit report
- Related party transaction details
Event information
- Board meeting agendas and outcomes
- Details of any material event: orders, contracts, litigation, changes in key managerial personnel
- Login access to the exchange filing portals
How it works
Review your current position
We check board and committee composition, policies, the website disclosures under Regulation 46 and last year’s filings. Gaps are listed with the regulation they fall under.
Build the compliance calendar
Every quarterly, annual and event-based duty goes on one calendar with an owner and an internal due date set a few days before the legal one.
Draft and file each disclosure
We prepare the shareholding pattern, Integrated Filing, board meeting intimations and Regulation 30 announcements, get your sign-off and file them on the exchange portals. In practice, timing matters most here. If a Faridabad-based listed company’s board meeting approving a large supply contract closes at 5 pm, the outcome is due on the exchange by 5:30 pm. So the draft is ready before the meeting ends.
Close the year properly
Annual report checks, the secretarial compliance report under Regulation 24A, voting results after the AGM, and the public company annual filings that run alongside LODR.
Timelines
Watch the quarter-end clock
Shareholding pattern within 21 days of quarter end. Integrated Filing (Governance) within 30 days. Integrated Filing (Financial), including results, within 45 days, or 60 days for the last quarter and full year.
Close each financial year
Secretarial compliance report within 60 days of the financial year end, that is by 30 May. The Regulation 7(3) compliance certificate on share transfer facility within 30 days of year end. The annual report at least 21 days before the AGM.
React to events the same day
Board meeting outcomes within 30 minutes of the meeting closing. Events from within the company within 12 hours. Events from outside, such as a court order received, within 24 hours. Here is the catch: a material tax demand served on a Friday evening still has to be out by Saturday evening.
Key LODR filings at a glance
| Filing | Regulation | Due |
|---|---|---|
| Shareholding pattern | 31(1)(b) | Within 21 days of quarter end |
| Integrated Filing (Governance): investor grievance statement and corporate governance report | 13(3), 27(2)(a) | Within 30 days of quarter end |
| Integrated Filing (Financial): results, deviation statement, related party transactions, defaults on loans | 33(3), 32(1), 23(9), 30 | Within 45 days of quarter end; 60 days for Q4 and the full year |
| Reconciliation of share capital audit report | SEBI Depositories regulations | Within 30 days of quarter end |
| Secretarial compliance report | 24A | Within 60 days of year end |
| Voting results of a general meeting | 44(3) | Within two working days of the meeting |
| Material events | 30(6) | 30 minutes / 12 hours / 24 hours |
What happens if you miss a filing
The exchange fines you daily
Exchanges levy fines for each day of delay under the standard operating procedure in SEBI’s master circular, and keep them running until the filing is made.
SEBI can start adjudication
Section 15HB of the SEBI Act provides a penalty of not less than ₹1 lakh, which may extend to ₹1 crore, where no separate penalty is provided.
Your secretarial audit flags it
Every listed company needs a secretarial audit under Section 204 of the Companies Act, 2013. A missed LODR filing shows up there as a remark, and Section 204(3) requires the board to explain it in full in the board’s report.
Frequently asked questions
What is the due date for quarterly results under LODR?
Quarterly results are due within 45 days of the end of the quarter, and results for the last quarter and full year within 60 days. Since the quarter ending 31 December 2024, results go to the exchange as part of the Integrated Filing (Financial), along with the deviation statement and related party disclosures. So for the quarter ending 30 June, the deadline is 14 August. We plan the board meeting well inside that window.
What is Integrated Filing?
Integrated Filing is SEBI’s single quarterly format that combines several separate LODR filings into two. The Governance filing covers the investor grievance statement and corporate governance report, due within 30 days of quarter end. The Financial filing covers results, related party transactions and the deviation statement, due within 45 days. Fewer uploads, same substance: every underlying requirement still applies.
How quickly must a material event be disclosed?
A material event must be disclosed as soon as reasonably possible and within the outer limits in Regulation 30(6). The limits are 30 minutes from the close of a board meeting for decisions taken there, 12 hours for events that arise within the company, and 24 hours for events from outside. With templates drafted in advance for common events, these limits are quite workable.
Does an SME listed company have to follow LODR?
Yes, an SME listed company follows LODR, but Regulation 15(2) exempts it from several corporate governance provisions. The disclosure duties, such as results, shareholding pattern and material events, still apply. We check exactly which provisions apply to your company each year, because the exemption depends on where you are listed and on your size. Once mapped, the SME calendar is lighter and easy to keep.
What is the secretarial compliance report?
The secretarial compliance report is an annual report by a practising company secretary under Regulation 24A, filed within 60 days of the financial year end. It confirms whether the company complied with SEBI regulations and circulars during the year and lists any lapses. It is different from the secretarial audit report in Form MR-3 under the Companies Act. A clean year of filings makes both reports simple.
Does every director need shareholder approval again after listing?
Under Regulation 17(1D), effective 1 April 2024, a director’s continuation on the board needs shareholder approval at a general meeting at least once every five years from appointment or reappointment. Whole-time directors, managing directors and independent directors already covered by statutory reappointment rules are treated separately. We track these five-year dates on your calendar so no approval lapses unnoticed.
What penalty can SEBI impose for LODR breaches?
SEBI can impose a penalty of not less than ₹1 lakh and up to ₹1 crore under Section 15HB of the SEBI Act, where no separate penalty is provided. This is apart from the daily fines exchanges levy for late quarterly filings. A reliable calendar with internal deadlines removes most of that risk.
Can you work with our company secretary and RTA?
Yes, we work alongside your own company secretary rather than replace the role. Under Regulation 6, every listed company must appoint a qualified company secretary as its compliance officer. We take on drafting, calendar tracking, checks and filings, and coordinate with your registrar and transfer agent for shareholding data. Your compliance officer stays in control and signs off every disclosure.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Annual listing fees are paid to the stock exchange under its own schedule. Fines for late LODR filings run per day of delay.
Ready to begin?
Send us your last two quarters of filings and we will show you where your LODR calendar stands.