SEBI LODR explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Companies Act sets a floor. For a listed company, SEBI's LODR Regulations set the actual standard — and where the two differ, the stricter one applies.
The governance chapter runs from Regulation 15 to Regulation 27, with disclosure obligations picked up again in Regulations 34 and 46. This is the map, in the order you'd actually need it.
Regulations 17–27 apply to listed entities except those with paid-up equity capital up to ₹10 crore and net worth up to ₹25 crore, and SME-platform entities. The core: board composition and independence (Reg 17), four mandatory committees (Regs 18–21), vigil mechanism (Reg 22), related party transactions (Reg 23), independent director obligations (Reg 25), and a quarterly governance report (Reg 27). Since 2024, a director's continuation needs shareholder approval every five years — with independent, executive and rotational directors excluded.
Who this chapter applies to
Regulation 15(2) carves out two categories from the corporate governance provisions:
- a listed entity with paid-up equity share capital not exceeding ₹10 crore and net worth not exceeding ₹25 crore, as on the last day of the previous financial year; and
- a listed entity that has listed its specified securities on the SME Exchange.
The first exemption is conditional and it can be lost. Cross either threshold and the provisions apply from the next financial year, with a six-month runway to comply. Companies that grew past the line and never noticed are a recurring source of exchange penalties.
Regulation 17: the board
This is the load-bearing regulation.
Composition. The board must have an optimum combination of executive and non-executive directors, with at least one woman director. The top 1,000 listed entities by market capitalisation need at least one independent woman director. The top 2,000 need a board of not fewer than six directors.
Independence. Where the chairperson is a non-executive director, at least one-third of the board must be independent. Where there is no regular non-executive chairperson — or where that chairperson is a promoter or related to a promoter or to a person in the management — at least half the board must be independent.
Age. A non-executive director who has attained 75 years cannot be appointed or continued without a special resolution.
Chairperson and MD/CEO. The requirement for the top 500 entities to separate these roles was made voluntary rather than mandatory. Many entities complied anyway; nothing compels it.
Meetings. The board must meet at least four times a year, with a maximum gap of 120 days between two consecutive meetings.
Shareholder approval — two rules that are easy to conflate:
- Regulation 17(1C) — approval of shareholders for a person's appointment to the board must be taken at the next general meeting or within three months of appointment, whichever is earlier.
- Regulation 17(1D) — in force since 1 April 2024 — a director's continuation on the board is subject to shareholder approval at least once every five years. Directors who had already served five years or more without approval had to be put to shareholders at the first general meeting after 31 March 2024.
17(1D) has a long exclusion list, and reading past it is the most common error here. It does not apply to a whole-time director, managing director, manager, independent director, or a director retiring by rotation under Section 152(6) — all of whom already face a shareholder vote. It also excludes court- and tribunal-appointed directors, government nominees (other than in public sector companies), financial sector regulator nominees, nominees of RBI-regulated financial institutions and debenture trustee nominees.
What remains is the non-executive, non-independent director who never went back to shareholders. That's the permanent board seat, and 17(1D) is what ended it — the change most likely to be missing from pre-2024 material.
Also in Regulation 17: the board reviews compliance reports of all applicable laws; the CEO and CFO certify the financial statements and internal controls; and the board's performance evaluation covers independent directors.
Regulations 18–21: the four committees
| Committee | Regulation | Composition | Core remit |
|---|---|---|---|
| Audit Committee | 18 | Minimum 3 directors, two-thirds independent, independent chairperson; all members financially literate, at least one with accounting or financial management expertise | Financial statements, auditor appointment and independence, internal controls, internal audit, related party transactions, whistleblower mechanism, use of issue proceeds |
| Nomination and Remuneration Committee | 19 | Minimum 3 non-executive directors, at least two-thirds independent, independent chairperson | Board composition and diversity, criteria for appointment, remuneration policy, performance evaluation criteria |
| Stakeholders Relationship Committee | 20 | Chaired by a non-executive director, at least three members with at least one independent | Security-holder grievances — transfers, non-receipt of annual report and dividend |
| Risk Management Committee | 21 | Top 1,000 listed entities; majority board members, at least one independent member | Risk management policy and framework, including cyber security risk |
The audit committee must meet at least four times a year with a maximum gap of 120 days; the NRC and SRC at least once a year; and the RMC at least twice a year.
If you're an independent director, this table is where your actual workload lives. A listed-company independent director typically sits on two or three of these, and the audit committee is the one that carries the real exposure.
Regulation 22: vigil mechanism
Every listed entity must have a whistleblower policy giving directors and employees a channel to report genuine concerns, with adequate safeguards against victimisation and direct access to the chairperson of the audit committee in appropriate cases.
Schedule IV independently makes it an independent director's duty to ascertain that the mechanism exists, functions, and doesn't prejudice the people who use it. That's a duty to verify, not to be told.
Regulation 23: related party transactions
The area where governance failures usually begin.
- The entity must have a policy on materiality of related party transactions, reviewed at least every three years.
- All related party transactions and subsequent material modifications need prior approval of the audit committee. Only independent directors on the committee may approve.
- Material related party transactions need prior approval of shareholders, with related parties barred from voting — regardless of whether they're a party to that particular transaction.
- Materiality threshold: transactions exceeding ₹1,000 crore or 10% of annual consolidated turnover, whichever is lower.
- Certain omnibus approvals are permitted, with conditions and annual review.
Schedule IV requires independent directors to "pay sufficient attention and ensure that adequate deliberations are held" before approving related party transactions. That phrase is the standard your minutes will be read against.
Regulation 25: obligations relating to independent directors
The independent-director-specific regulation, in summary:
| Directorship cap | Maximum 7 listed entities; 3 if you are a whole-time director or MD in any listed entity |
| Alternate directors | Not permitted for an independent director |
| Appointment / re-appointment / removal | Special resolution, with the majority-of-the-minority fallback added in 2022 |
| Separate meeting | At least one in a financial year, no non-independent directors or management present |
| Vacancy | To be filled at the earliest, and not later than three months from the vacancy. Stricter than Schedule IV, which gives an unlisted company the later of three months or the next board meeting |
| Familiarisation | The entity must run a familiarisation programme and disclose it on the website |
| Declaration | Annual declaration of independence — and the board must assess its veracity before taking it on record |
| D&O insurance | Mandatory for the top 1,000 listed entities since 1 January 2022 |
| Cooling-off to executive role | An independent director who resigns cannot become an executive or whole-time director of the entity, its holding, subsidiary or associate, or a promoter group company, for one year |
A resigning independent director's resignation letter, with detailed reasons, is disclosed to the stock exchanges. That requirement exists precisely because a quiet exit used to be the market's only signal that something was wrong, and it arrived too late.
Regulations 24, 24A, 26, 27, 34 and 46
Regulation 24 — subsidiaries. At least one independent director of the listed entity must be a director on the board of an unlisted material subsidiary, including a foreign one. The audit committee reviews the subsidiary's financial statements, and the board reviews its significant transactions.
Regulation 24A — secretarial audit. Every listed entity and its material unlisted Indian subsidiaries obtain a secretarial audit report, annexed to the annual report.
Regulation 26 — obligations of directors and senior management. Directorship and committee-membership limits, an annual affirmation of compliance with the code of conduct, and disclosure of material financial and commercial transactions where they have a personal interest.
Regulation 27 — the quarterly report. A corporate governance compliance report filed with the stock exchanges within 21 days of each quarter-end. This is where non-compliance becomes visible and priced.
Regulation 34 — annual report. Includes the corporate governance report in the Schedule V format, the management discussion and analysis, and — for the top 1,000 entities — the Business Responsibility and Sustainability Report (BRSR).
Regulation 46 — website. Terms and conditions of appointment of independent directors, the familiarisation programme, board committee composition, codes of conduct and policies all have to be published and kept current. This is the cheapest compliance failure to fix and one of the most commonly flagged.
What changed between 2024 and 2026
- Regulation 17(1D) (1 April 2024) — five-yearly shareholder approval for a director's continuation, with independent, executive and rotational directors excluded.
- Chapter VA (Regulations 62A–62R) — a dedicated corporate governance code for high-value debt listed entities, applying to entities with outstanding listed non-convertible debt of ₹1,000 crore or more, brought in during 2025.
- LODR (Amendment) Regulations, 2026, notified 20 January 2026 — restructured the HVDLE framework, aligned committee vacancy timelines to three months, and adjusted secretarial audit and related party requirements for those entities.
- Directorship counting now includes positions held in HVDLEs.
If you're a listed-entity company secretary reading a governance checklist written before 2024, assume Regulation 17(1D) and the HVDLE chapter are missing from it.
Key takeaways
- The governance chapter is Regulations 17–27, with disclosures in 34 and 46.
- Small listed entities and SME-platform entities are exempt — but the exemption is lost on crossing the threshold.
- One-third independent, or half where the chairperson is a promoter or there's no regular non-executive chairperson.
- Four mandatory committees, all built around independent directors, with the audit committee at the centre.
- All RPTs need audit committee approval; material ones need shareholder approval with related parties barred from voting.
- Regulation 17(1D) ended the permanent director — but it excludes independent, executive and rotational directors, who already face a shareholder vote.
- The quarterly Regulation 27 report is where non-compliance surfaces publicly.
Read next
- Independent Director in India: The Complete Guide
- Board Composition of a Listed Company: One-Third or Half Independent?
- Regulation 25 of SEBI LODR: Every Obligation of an Independent Director
- HVDLE Corporate Governance: SEBI LODR Chapter VA
Law stated as on 5 September 2026. SEBI amends the LODR Regulations several times a year — thresholds, timelines and applicability dates in this article should be re-checked against the current text before you rely on them.