Friday, June 20, 2025

TYPICAL COMPLIANCE ISSUES UNDER LODR FACED BY LISTED COMPANIES IN INDIA

 TYPICAL COMPLIANCE ISSUES UNDER LODR FACED BY LISTED COMPANIES IN INDIA


1

Non-appointment or prolonged vacancy of the Compliance Officer beyond prescribed timelines, especially after attrition.

The post of Compliance officers seat shall not remain vacant for more than 15 Calendar days

2

Absence of board-approved policies, particularly for document preservation, materiality thresholds, and RPT governance.

3

Delayed adoption of updated material event disclosure frameworks, including coverage of agreements, frauds, resignations, or reputational risks.

4

Lack of shareholder approvals for continuation of non-executive directors beyond specified tenure or age, especially post-amendment.

4

Improper constitution or functioning of board-level committees—risk, nomination, and stakeholder committees often lack quorum continuity or documentation.

5

Missing disclosures relating to material subsidiaries, including governance oversight, audit observations, and compliance status.

6

Failure to reassess applicability of governance provisions when transitioning to or from SME/High-Value Debt status.

 

7

Quarterly corporate governance reports filed with technical inaccuracies, or without proper internal sign-off.

8

Incorrect or delayed disclosures of financial results board meetings, or failing to maintain minimum gap periods and prior intimation thresholds.

9

In-principle approvals not sought prior to issue/allotment of securities, especially during rights or preferential issues.

10

Weak internal controls over related party transactions, including failure to track thresholds for shareholder approvals or to maintain updated RPT policy

11

Inadequate compliance with listing fees, depository charges, or non-disclosure of such defaults.

12

Delayed or inaccurate disclosures (Reg. 30/33 of SEBI LODR) — e.g., late filing of financial results or board meeting outcomes.

13

Failure to publish newspaper advertisements for financial results, notices, or corporate announcements.

14

Improper constitution of committees (Audit, NRC, Stakeholders).

15

Non-compliance with Corporate Governance norms (e.g., lack of women independent director).

16

Improper maintenance of statutory registers or minutes books.

17

Failure to appoint KMPs as mandated under Section 203.

18

Inadequate compliance with CSR obligations (Section 135).

19

Non-approval or non-disclosure of related party transactions.

20

Delays in reporting trading by insiders/promoters.

21

Delayed open offer or incorrect disclosures by acquirers.

22

Failure to obtain prior approval for material events (e.g., scheme of arrangement).

23

Delayed implementation of audit committee recommendations.

24

Website Disclosure Non-Compliance such as vigil mechanisms, RPT, CSR.


25

ESG & BRSR reporting lapses (mandatory for top 1000 listed entities).

26

Cyber security & data protection compliance (especially after DPDP Act, 2023).

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