Post-Listing Compliance — SEBI LODR Requirements | Nainit Savla & Associates

Post-Listing Compliance

Listing on a stock exchange permanently transforms a company's compliance obligations — from a private MCA-focused regime to a continuous, publicly transparent framework under SEBI's LODR Regulations, 2015. For many promoters and management teams, the post-listing compliance burden is the most underestimated aspect of going public — requiring quarterly board meetings, audit committee oversight, continuous price-sensitive disclosure, annual general meetings, and a governance standard that matches public company expectations. We provide comprehensive post-listing compliance management to ensure newly listed companies meet every SEBI LODR obligation on time.

Quarterly Financial Results

Preparation and exchange filing of quarterly and annual financial results within prescribed timelines — including limited review/audit report, earnings press release, and investor presentation within 45/60 days of period-end.

Board & Audit Committee Compliance

Governance calendar management — board composition requirements, quarterly audit committee meetings, nomination and remuneration committee operations, and board meeting quorum and notice requirements.

Continuous Disclosure Management

Real-time management of Regulation 30 continuous disclosure obligations — identifying and disclosing price-sensitive information to exchanges within 24 hours of occurrence.

Related Party Transaction Compliance

Audit committee approval, shareholder approval for material RPTs exceeding 10% of annual consolidated turnover, arm's-length documentation, and quarterly RPT disclosures under SEBI LODR.

Insider Trading Compliance

Implementation of Code of Conduct under SEBI PIT Regulations — trading window closure, UPSI database management, pre-clearance procedures, and designated person disclosures.

Annual Report & AGM Management

Annual report preparation, secretarial audit, AGM notice drafting, e-voting management, and post-AGM exchange filings within SEBI LODR and Companies Act timelines.

Key Requirements

Quarterly financial results within 45 days (60 days for annual results)
Minimum 4 to 6 board meetings per year
Minimum 1/3 to 1/2 independent directors on the board
Audit Committee with 2/3 independent directors including chairman
RPT approval — audit committee for all; shareholder for material RPTs above 10% turnover
Continuous disclosure within 24 hours of material event occurrence
Annual secretarial compliance report within 60 days of year-end
Quarterly shareholding pattern within 21 days of quarter-end

Frequently Asked Questions

What is UPSI and why must it be managed carefully?

Unpublished Price Sensitive Information is information not generally available that would materially affect the price of listed securities — financial results before announcement, dividend decisions, M&A plans, and strategic decisions. Trading while in possession of UPSI is prohibited under SEBI PIT Regulations, 2015 for any person (insider or connected person) regardless of whether the UPSI was used in the trading decision. The company must maintain a structured digital database of all persons with UPSI access.

What are material RPT thresholds under SEBI LODR?

Material RPTs are transactions exceeding 10% of the annual consolidated turnover of the listed entity — requiring both audit committee approval and prior shareholder approval by ordinary resolution, with the related party abstaining from voting. The 2022 LODR amendments widened the related party definition, tightened materiality thresholds, and brought downstream subsidiary RPTs into the approval framework.

What triggers a continuous disclosure obligation under Regulation 30?

SEBI LODR Regulation 30 requires disclosure within 24 hours of any material event — Schedule III specifies triggers including board meeting outcomes, management changes, legal proceedings above threshold, capacity additions, new business commencement, operational disruptions, and any significant agreement. Delayed or incomplete Regulation 30 disclosures are among the most common SEBI enforcement actions against listed companies.

What is the secretarial audit and who must conduct it?

The Secretarial Audit under Section 204 of the Companies Act is a comprehensive compliance review by a Practising Company Secretary (PCS) — reported in Form MR-3 annexed to the Board's Report. Listed companies must also file an Annual Secretarial Compliance Report certifying compliance with all SEBI regulations within 60 days of year-end.

What are the independent director requirements for listed companies?

Listed companies need at least 1/3 independent directors (1/2 if the chairperson is executive or a promoter family member) and a minimum of 6 directors. Independent directors are appointed for 5-year terms, renewable once, with shareholder approval — ordinary resolution for first term, special resolution for second term.

Complete Post-Listing Compliance Management — On Time, Every Time

SEBI LODR compliance calendar, quarterly filings, RPT management, insider trading code, and annual report support for listed companies across India.

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