Master circular for compliance with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
On November 11, 2024, the Securities and Exchange Board of India (SEBI) released an updated Master Circular for compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations). This Master Circular supersedes the July 2023 version and includes all relevant circulars issued up to September 30, 2024. It provides a consolidated chapter-wise framework for compliance with LODR Regulations, with footnotes referencing corresponding circulars. The updated circular also rescinds certain earlier circulars (Sl. No. 68–74), but actions taken under those circulars remain valid. Recognized stock exchanges and depositories are instructed to ensure stakeholders are informed and set up systems to monitor compliance. The provisions of this Master Circular apply to listed entities, statutory auditors, depository participants, transfer agents, and other stakeholders involved in LODR compliance. This circular, issued under the SEBI Act, 1992, aims to streamline and update the compliance process for all relevant parties. The full circular is available on the SEBI website.
Securities and Exchange Board of India
Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 Dated: November 11, 2024
To
All listed entities1
All Recognized Stock Exchanges
All the Depositories
Other Stakeholders2
Madam / Sir,
Sub: Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
1. The Securities and Exchange Board of India had notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “LODR Regulations”) which came into effect from December 1, 2015, replacing the erstwhile listing agreement regime. Securities and Exchange Board of India, from time to time, has also been issuing circulars pertaining to the compliance requirements specified in the LODR Regulations. In order to enable the users to have access to the provisions of the applicable circulars at one place, SEBI had issued a Master Circular dated July 11, 2023 by consolidating all relevant circulars issued till June 30, 2023.
2. Subsequently, SEBI had issued new circulars on provisions relating to the LODR Regulations. In view of the same, the Master Circular dated July 11, 2023 has been updated to include all relevant circulars that were issued on / before September 30, 2024. The instant master circular supersedes the Master Circular for compliance with the provisions of the LODR Regulations by listed entities dated July 11, 2023.
3. The Master Circular provides a chapter-wise framework for compliance with various obligations under the LODR Regulations. For ease of reference, each chapter of this circular contains footnotes corresponding to the respective circulars.
4. The circulars issued by Securities and Exchange Board of India listed out at Sl.No. 68-74 in the Appendix shall stand rescinded with the issuance of this Master Circular. Notwithstanding such rescission,
a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
b) any reference in the other circulars/ guidelines issued by SEBI containing reference to the said repealed circulars, shall be construed to be a reference to the corresponding provisions of this Master circular;
c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
5. The Recognized Stock Exchanges and Depositories are directed to
a) bring the contents of this circular to the notice of the all the stakeholders;
b) put in place necessary systems and infrastructure for monitoring and implementation of this circular.
6. All listed entities, recognized stock exchanges and depositories, other stakeholders shall comply with the provisions of this circular to the extent applicable.
7. This circular is issued in exercise of the powers conferred under sections 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 and regulation 101 of the LODR Regulations.
8. The circular is available on SEBI website at www.sebi.gov.in under the category ‘Legal’ -> ‘Master Circulars’.
Yours faithfully,
Yogita Jadhav
General Manager
Corporation Finance Department
Policy and Development
+91-22-26449583
[email protected]
Notes:
1 Unless otherwise specifically mentioned in this circular, the provisions of this master circular are applicable to those entities that have listed their specified securities.
2 Other Stakeholders for the purpose of applicability of this master circular includes Statutory Auditors, Depository Participants, Registrar and Transfer Agents, Material Subsidiaries of listed entities, e-voting service providers, The Associated Chambers of Commerce and Industry of India (ASSOCHAM), Federation of Indian Chambers of Commerce and Industry (FICCI), Confederation of Indian Industry (CII), etc. to whom specific provisions of this Circular are applicable.
