NOW ALL THE LISTED COMPANIES HAVE TO AMEND THEIR ORGANIZATION STRUCTURE TO POSITION THE COMPLIANCE OFFICER CUM COMPANY SECRETARY ONE LEVEL BELOW THE BOARD BUT ONE LEVEL ABOVE THE CFO.

NOW ALL THE LISTED COMPANIES HAVE TO

 AMEND THEIR ORGANIZATION STRUCTURE

 TO POSITION THE COMPLIANCE OFFICER

 CUM COMPANY SECRETARY ONE LEVEL

 BELOW THE BOARD BUT ONE LEVEL

 ABOVE THE CFO.

POSITION OF COMPLIANCE OFFICER IN TERMS OF

 REGULATION 6 OFTHE  SEBI  (LODR)  REGULATIONS

, 2015.

The proviso to regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,  2015  (“LODR  Regulations”) inter-alia requires  the  Compliance  Officer of  a listed entity to be in whole-time employment of the listed entity, not more than one level below the board of directors, and designated as a Key Managerial Personnel.

The said provision was   inserted   vide   SEBI   (Listing   Obligations   and   Disclosure   Requirements)   (Third Amendment Regulations), 2024 dated December 12, 2024.

                ONE-LEVEL  BELOW  THE  BOARD  OF  DIRECTORS’ 

The term ‘level’  used  in  regulation  6(1)  refers  to  the position of the Compliance Officer in the organization structure of the listed entity. Therefore, ‘one-level  below  the  board  of  directors’  means  one-level  below  the  Managing  Director  or Whole-time Director(s)who are part of the Board of Directors of the listed entity. This will be in  line  with  regulation  2(1)(o)  of  the  LODR  Regulations  read  with  section  2(51)  of  the Companies Act, 2013.

ONE-LEVEL  BELOW  THE  CHIEF  EXECUTIVE  OFFICER OR MANAGER

In case a listed entity does not have a Managing Director or a Whole-Time Director, then the Compliance Officer shall  not be more  than  one-level  below  the  Chief  Executive  Officer or Manager or any other person heading the day to-day affairs of the listed entity.

TO REDRAFT THEIR ORGANISATIONAL HIERARCHY CHART

Accordingly , all the listed companies have to redraft their organisational hierarchy chart as below.

WHETHER A SINGLE PERSON CAN PLAY DUAL ROLE AS COMPLIANCE OFFICER CUM COMPANY SECRETARY IN A LISTED COMPANY?

Thus , now Compliance Officer Cum Company Secretary should be one level below the board but one level above the Chief Financial officer (CFO).

Hence ,a listed company cannot have Compliance officer cum CFO hither after. T

hus , a person cannot play dual role as Compliance officer cum CFO hither after in a listed company as per above SEBI FAQs.

R V SECKAR FCS,LLB 79047 19295