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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