SEBI clarifies Compliance Officer’s position under Reg. 6 of the LODR Regulations

The Securities and Exchange Board of India (“SEBI”) has issued a circular clarifying the position of the “Compliance Officer” under Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and has provided guidance on the interpretation of the term ‘level’ in the organizational structure of listed entities in relation to the “Compliance Officer”.

Presently, Regulation 6(1) of the LODR Regulations inter alia requires 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 (“KMP”)[1]. SEBI has provided the following clarifications in relation to the term ‘level’ used in Regulation 6(1) of the LODR Regulations in response to queries seeking clarification on the term:

• Clarification on the term ‘Level’: It has been clarified that ‘one-level below the board of directors’ refers to a position directly below the Managing Director (“MD”) or Whole-Time Director(s) (“WTDs”) who are part of the board of directors of the listed entity. This interpretation is in line with Regulation 2(1)(o) of the LODR Regulations and Section 2(51) of the Companies Act, 2013, which define KMP.
• Entities without an MD or WTD: In cases where a listed entity does not have an MD or a WTD, then the Compliance Officer cannot be more than one level below the Chief Executive Officer, Manager, or any other individual responsible for the day-to-day affairs of the listed entity.

The aforesaid clarification has been issued vide SEBI Circular No.  SEBI/HO/CFD/PoD2/CIR/P/2025/47 dated April 1, 2025 (available here).

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Manendra Singh, Partner – ManendraSingh@elp-in.com ;
Tanvi Goyal, Associate Partner – TanviGoyal@elp-in.com
KC Jacob, Counsel – kcjacob@elp-in.com
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Ria Rastogi, Advocate – riarastogi@elp-in.com

[1] The said provision was   inserted   vide   SEBI   (Listing   Obligations   and   Disclosure   Requirements)   (Third Amendment Regulations), 2024 dated December 12, 2024 (available here).