Other corporate governance requirements.
27. (1) The listed entity may, at its discretion, comply with requirements as specified in
The listed entity shall submit, to the recognised stock exchange(s), a quarterly compliance report on corporate governance in the format and within the timelines, as may be specified by the Board from time to time.(a) The listed entity a in the as specified by the Board from time to time to the recognised stock exchange(s) within from close of the quarter.
Details of cyber security incidents or breaches or loss of data or documents shall be disclosed along with the report mentioned in clause (a) of sub-regulation (2), as may be specified.
(c) The report mentioned in clause (a) of sub-regulation (2) shall be signed either by the compliance officer or the chief executive officer of the listed entity.
- Refer SEBI Master Circular dated 11.07.2023 & BSE Circular dated 13.07.2023 for compliance with SEBI (LODR) Regulations, 2015. To view the SEBI circular, Click here. To view the BSE Circular, Click here.
- Refer Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies. To view the circular, Click here.
- Refer Master Circulars dated 30.06.2023 issued by SEBI, NSE and BSE. To view the SEBI circular, Click here. To view the NSE Circular, Click here. To view the BSE Circular, Click here.
- Refer Updated SEBI Operational Circular as on 01.12.2022. To view the circular, Click Here. To view the BSE Circular, Click here.
- Refer SEBI Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and /or Commercial Paper. To view the circular, Click Here
- Refer SEBI Circular- Formats specifying disclosure of Corporate Governance by High value debt listed entities dated 01.10.2021. To view the notification, Click Here
Refer BSE & NSE Circulars dated 25.10.2024 regarding update on single filing system through API-based integration between Stock Exchanges for disclosure of Corporate Governance Report for equity listed companies w.e.f 26.10.2024. To view the BSE Circular, Click here. To view the NSE Circular, Click here.Extension vide SEBI Circular dated 26.03.2020 provided for implementation of circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020. The revised implementation date is for compliance periods ending on or after June 30, 2020 from earlier date of March 31, 2020. To view the circular, Click Here.Refer SEBI Circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020 to be implemented for compliance periods ending on or after March 31, 2020. To view the circular Click Here
Refer SEBI Circular on Format of compliance report on Corporate Governance by Listed Entities dated 31.05.2021. To view the circular, Click Here
SEBI has modified the formats for Compliance Report on Corporate Governance vide its Circular dated 16.07.2019 to be effective from quarter ended 30.09.2019. To view the Circular, Click Here.
Refer circular CIR/CFD/CMD/ 5 /2015 dated 24/09/2015. To view the circular,Click Here
- Refer BSE and NSE Circulars dated 29.09.2023 regarding Format of Cyber Security Incidence Disclosure under Corporate Governance Report. To view the BSE Circular, Click here. To view the NSE Circular, Click here.
- Inserted vide SEBI Notification dated 14.06.2023 regarding SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023. To view the notification, Click Here
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2022 dated 22th March, 2022
SEBI Notification dated 14.06.2023 regarding SEBI (LODR) (Second Amendment) Regulations, 2023
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024
BSE Circular dated 10.04.2023 regarding FAQs on Corporate Governance
BSE Circular dated 13.07.2023 regarding compliance with SEBI (LODR) Regulations, 2015
BSE Circular dated 16.12.2022 regarding updated SEBI Operational circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper.
BSE Circular dated 29.09.2023 regarding Format of Cyber Security Incidence Disclosure under Corporate Governance Report
BSE Circular dated 30.06.2023 regarding Master Circular – Listing Compliance
BSE Circular regarding Introduction of the single filing system through API-based integration between Stock Exchanges dated 25.10.2024 effective 26.10.2024
Circular dated 19.03.2020 regarding relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID -19 virus pandemic
Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies
Modification to circular dated September 24, 2015 on ‘Format for compliance report on Corporate Governance to be submitted to Stock Exchange(s) by Listed Entities’ dated 16.07.2019 w.e.f., 30.09.2019
NSE Circular dated 10.04.2023 regarding FAQs on Corporate Governance
NSE Circular dated 29.09.2023 regarding Format of Cyber Security Incidence Disclosure under Corporate Governance Report
NSE Circular dated 30.06.2023 regarding Master Circular for Listed Entities
NSE Circular regarding Update on single filing system through API-based integration between Stock Exchanges dated 25.10.2024 effective 26.10.2024
Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/or Commercial Paper.
SEBI Circular CIR/CFD/CMD/ 5 /2015 dated 24/09/2015
SEBI Circular on Format of compliance report on Corporate Governance by Listed Entities dated 31.05.2021
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SEBI Circular on Further relaxations from compliance with certain provisions of LODR and the SEBI circular dated January 22, 2020 relating to SOP due to the CoVID -19 virus pandemic dated 26.03.2020
SEBI Circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020
SEBI Circular- Formats specifying disclosure of Corporate Governance by High value debt listed entities dated 01.10.2021
SEBI Master Circular dated 11.07.2023 for Listed Companies
SEBI Master Circular dated 30.06.2023 regarding listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Updated SEBI Operational Circular dated 01.12.2022
LODR – SCHEDULE II Part E
PART E: DISCRETIONARY REQUIREMENTS
[See Regulation 27(1)]
A. The Board
A non-executive chairperson may be entitled to maintain a chairperson’s office at the listed entity’s expense and also allowed reimbursement of expenses incurred in performance of his/ duties.
The listed entities ranked from 1001 to 2000 as per the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 shall endeavour to have atleast one woman independent director on its board of directors.
B. Shareholder Rights
A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.
C. Modified opinion(s) in audit report
The listed entity may move towards a regime of financial statements with unmodified audit opinion.
The listed entity may appoint separate persons to the post of the Chairperson and the Managing Director or the Chief Executive Officer, such that the Chairperson shall
(a) be a non-executive director; and
(b) not be related to the Managing Director or the Chief Executive as per the definition of the term “relative” defined under the Companies Act, 2013.
The listed entity may appoint separate persons to the post of chairperson and managing director or chief executive officer.
E. Reporting of internal auditor
The internal auditor may report directly to the audit committee.
The independent directors of top 2000 listed entities as per market capitalization shall endeavour to hold at least two meetings in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall endeavour to be present at such meetings.
Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 may constitute a risk management committee with the composition, roles and responsibilities specified in regulation 21.
- Inserted vide SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2022 dated 22.03.2022. To view the notification Click Here.