SEBI Circular No.: SEBI/HO/CFD/PoD2/CIR/P/2025/47 dated April 1, 2025
Relevant Regulations: SEBI(LODR) Regulations 2015
Relevant Rule/Regulation: Regulation 6(1), 2(1)(o) of LODR & Section 2(51) of the Companies Act, 2013
Ref: LODR (Third Amendment Regulations), 2024 (https://1-comply.com/2024/12/16/sebi-listing-obligations-and-disclosure-requirements-third-amendment-regulations-2024/)
Background:
SEBI had vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment Regulations), 2024 inserted a proviso to regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) which inter-alia required the Compliance Officer of a listed entity to be in whole-time employment of the listed entity, not more than one level below the board of directors, and designated as a Key Managerial Personnel.
Query:
In view of the above, SEBI has received queries seeking clarity on the term ‘level’ used in regulation 6(1) of the LODR Regulations.
Clarification:
SEBI has clarified that the term ‘level’ used in regulation 6(1) refers to the position of the Compliance Officer in the organization structure of the listed entity. Therefore, ‘one-level below the board of directors’ means one-level below the Managing Director or Whole-time Director(s) who are part of the Board of Directors of the listed entity. This will be in line with regulation 2(1)(o) of the LODR Regulations read with section 2(51) of the Companies Act, 2013.
Where the listed entity does not have a Managing Director or a Whole-Time Director, then the Compliance Officer shall not be more than one-level below the Chief Executive Officer or Manager or any other person heading the day-to-day affairs of the listed entity.
A copy of the said circular can be availed at:
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