Regulation 46 And Regulation 62 Of SEBI(LODR) Regulations, 2015 With Recent Developments And Amendments
Summary: Regulation 46 and Regulation 62 of the SEBI (LODR) Regulations, 2015 mandate listed entities to maintain transparent, updated, and investor-friendly disclosures on their websites. Regulation 46 primarily applies to equity listed companies, while Regulation 62 applies to entities with listed debt securities and preference shares. These provisions require companies to publish critical corporate information such as MOA, AOA, board composition, policies, financial statements, shareholding patterns, investor grievance details, analyst presentations, conference call recordings, credit ratings, annual reports, and material event disclosures in a dedicated section on their websites. Regulation 62 additionally requires disclosure of debenture trustee details. Recent amendments and stock exchange directives have strengthened digital disclosure obligations by introducing dedicated filing modules and stricter timelines for website updates. Non-compliance may lead to warnings, penalties, suspension of trading, and SEBI action. A key compliance takeaway is that disclosures must be separately accessible under Regulation 46 and 62, even if already uploaded elsewhere on the company website.
Applicability:
| Regulation 46 | Regulation 62 |
| Applies mainly to equity listed companies. | Applies to entities with listed Non-Convertible Debt securities or Non-Convertible Redeemable Preference Shares. |
Both the regulations require listed entities to maintain updated and accessible basic information for investors, stakeholders and regulators.
Key Requirements under Regulation 46
The listed entity shall disseminate the following information under a separate section i.e. “Disclosures under Regulation 46 of SEBI (LODR) Regulations, 2015” on its website:
| S. No. | Particulars | Yes/No |
| 1. | Details of its business:
a. Memorandum of Association and Articles of Association b. Brief profile of board of directors including directorship and full-time positions in body corporates |
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| 2. | Terms and conditions of appointment of Independent Directors | |
| 3. | Composition of various committees of Board of Directors | |
| 4. | Code of conduct of Board of Directors and Senior Management Personnel | |
| 5. | Details of establishment of Vigil Mechanism/ Whistle Blower policy | |
| 6. | Criteria of making payments to non-executive directors, if the same has not been disclosed in annual report | |
| 7. | Policy on dealing with related party transactions | |
| 8. | Policy for determining ‘material’ subsidiaries | |
| 9. | Details of familiarization programmes imparted to independent directors including the following details: –
(i) number of programmes attended by independent directors (during the year and on a cumulative basis till date), (ii) number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and (iii) other relevant details |
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| 10. | The email address for grievance redressal and other relevant details | |
| 11. | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | |
| 12. | Financial information including:
(i) notice of meeting of the board of directors where financial results shall be discussed; (ii)financial results, on conclusion of the meeting of the board of directors where the financial results were approved; (iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc. |
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| 13. | Shareholding Pattern | |
| 14. | Details of agreements entered into with the media companies and/or their associates, etc. | |
| 15. | Analysts or Institutional investors meet:
i. Schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet) ii. Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events. |
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| 16. | Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means, in the following manner:
i. The audio recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier; ii. the video recordings, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls; iii. the transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls. |
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| 17. | New name and the old name of the listed entity for a continuous period of one year, from the date of the last name change | |
| 18. | Items in sub-regulation (1) of Regulation 47:
The listed entity shall publish an advertisement in the newspaper, within forty eight hours of conclusion of the meeting of board of directors at which the financial results were approved, containing a Quick Response code and the details of the webpage where complete financial results of the listed entity, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor, is accessible to the investors. |
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| 19. | All credit ratings obtained by the entity for all its outstanding instruments, updated immediately as and when there is any revision in any of the ratings. | |
| 20. | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year. | |
| 21. | Secretarial Compliance Report as per sub-regulation (2) of regulation 24A of these regulations | |
| 22. | Disclosure of the policy for determination of materiality of events or information required under clause (ii), sub-regulation (4) of regulation 30 of these regulations | |
| 23. | Disclosure of contact details of key managerial personnel who are authorized for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) as required under sub-regulation (5) of regulation 30 of these regulations. | |
| 24. | Disclosures under sub-regulation (8) of regulation 30 of these regulations:
The listed entity shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under this regulation , and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website. |
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| 25. | Statements of deviation(s) or variation(s) as specified in regulation 32 of these regulations. | |
| 26. | Dividend distribution policy by listed entities based on market capitalisation as specified in sub-regulation (1) of regulation 43A. | |
| 27. | Annual Return as provided under section 92 of the Companies Act, 2013 and the rules made thereunder. |
Additional Requirement under Regulation 62
| S. No. | Particulars |
| 1. | Name of the Debenture Trustees with full contact details |
Recent Developments and Amendments
The Stock Exchanges introduced dedicated filing modules for these disclosures and directed listed entities to maintain updated website disclosures.
Recent amendments have further expanded disclosure requirements, including:
- Uploading MOA and AOA
- Displaying director profiles
- Timely uploading of analyst presentations and conference call recordings
These amendments aim to improve investor accessibility and digital transparency.
Consequences of Non-Compliance
Failure to comply with Regulations 46 and 62, Exchange may issue Advisory/warning letter per instance of non-compliance. Further, in case of continuous non-compliance it may result in:
- Monetary penalties
- Stock exchange notices
- Suspension of trading
- Adverse corporate governance ratings
- Regulatory action by SEBI
SEBI has repeatedly stressed strict compliance with continuous disclosure obligations nowadays.
Key Take away
- Even if these information’s are already available on the website, then also the listed companies are required to provide it separately by providing a link of already uploaded information under Regulation 46 and 62.
- The listed entity shall update any change in the content of its website within two working days from the date of such change in content.
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**This document is for educational purposes only and does not constitute legal advice.
Author : CS Nehal Rathore M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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