LODR Regulations

Getting listed is one thing. Staying listed, and keeping everyone informed, is another. The LODR Regulations govern the second.

The full name is the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Their aim is transparency, accountability and good corporate governance in listed companies.

For an ordinary listed company they cover board composition, the role of independent directors, timely disclosure of financial results and material events, and fair treatment of shareholders.

They also carry a set of provisions for social enterprises. Chapter IX-A sets out the obligations of social enterprises in India. That chapter is what the whole of the workbook's Chapter 9 explains.

Four duties matter most. A social enterprise must make its annual disclosures. It must frame a materiality policy and disclose any material event. It must file an Annual Impact Report. And if it is a listed NPO, it must report quarterly on how it used the money it raised.

So the ICDR Regulations let you in. LODR keeps you answerable.

What the regulations do (Chapter 11, section 11.3). The LODR Regulations establish a framework to ensure transparency, accountability and good corporate governance in listed companies, covering board composition, the role of independent directors, and timely disclosure of financial results and material events. They protect investors by enforcing fair treatment of shareholders and compliance with reporting obligations, and they include provisions for social enterprises — particularly through the Social Stock Exchange — to raise capital while meeting transparency and governance standards. Chapter IX-A describes the obligations of social enterprises in India.

The provisions this paper cites, in order.

The two annual disclosure clocks under 91(C). They are different dates, and the workbook is careful about it. Non-financial aspects are due within 60 days of the financial year end. Financial aspects are due by October 31, or the income-tax return due date if that is later. The SSE may specify further matters to be disclosed annually within 60 days of year end.

What the annual disclosures contain. General aspects: legal and popular name, headquarters and locations of operation, vision, mission and purpose, organisational goals, activities, products and services, and scale of operations including employee and volunteer strength. Governance aspects: ownership and legal form, governance structure, details of the governing body and its members, executives with key responsibilities, number of meetings with attendance and the performance review process, organisation-level risks and mitigation, ethics and conflict-of-interest mechanisms, remuneration policies, grievance numbers received and resolved, and registration certificates and licences (12A, 80G, FCRA, GST). By the October 31 clock: outreach by direct, indirect and institutional beneficiaries, the top 5 donors or investors by budget, the top 5 programmes by budget, related party transactions, a compliance statement from a senior decision maker, and the financial statements with programme-wise fund utilisation and the auditor's report.

The four reporting forms. The exchanges have adopted Form 1A (general and governance aspects not dependent on a statutory financial audit), Form 1B (general, governance and finance aspects referencing audited statements and filings with Income Tax, FCRA, the Charity Commissioner, the Registrar of Societies and the Registrar of Companies), Form 2.1 (Annual Social Impact Report under 91E(1)) and Form 3.1 (Annual Social Impact Assessment Report under 91E(2)).

Penalties. Chapter 9 closes on the SEBI Act, 1992, not on LODR: the Act empowers SEBI to impose penalties and initiate adjudication proceedings against intermediaries who default — for instance by failing to furnish information or returns — and the penalties themselves are specified by SEBI from time to time.

Illustrative NPO; every date, percentage and form number below is the workbook's.

Sujal Gramin Trust is registered on BSE SSE and has one listed ZCZP project. Its financial year ends 31 March. Its LODR calendar for the year:

The quarterly statement, worked. The trust raised ₹90,00,000 on its ZCZP issue. At the end of the second quarter:

The ₹52,00,000 unutilised must sit in a separate bank account, not co-mingled with the trust's general funds. And the statements keep coming every quarter until the whole ₹90,00,000 is used or the project's purpose is achieved.

Where a material event lands in this calendar. In August, a district order halts construction on two of five sites for 11 weeks. That threatens the planned output. The trust discloses it within 7 days, states the potential impact and the steps it is taking, publishes the disclosure on its own website, and keeps updating it until the event stops being material — none of which waits for the October filing.

Chapter 9 (Disclosure Norms, Reporting Requirements by Social Impact Assessor and Penalties, 10% weightage) is built on these regulations from section 9.2 onwards: 91(B), 91(C), 91(D), 91E and 91F, plus the four reporting forms and the SEBI Act penalties. Chapter 11 (Key Regulations) gives LODR its own section, 11.3, and names Chapter IX-A. Chapter 3 cites Chapter IX-A for FPE and NPO disclosure requirements.

Chapter 9's sample questions test the disclosure lists directly — which items are "general aspects" (scale of operations, organisational goals, organisation-level risks; not remuneration policies, which are governance) and what an Annual Impact Report must at least cover (Strategic Intent and Planning, Approach, Impact Score Card — all three).

The reliable marks here are the numbers: October 31 or the ITR date, whichever is later; 60 days for non-financial aspects; 7 days for a material event; 67% of programme expenditure; and quarterly for the utilisation statement.

• LODR is 2015; ICDR is 2018. And Chapter IX-A is LODR's social enterprise chapter while Chapter X-A is ICDR's SSE chapter.
• Two annual clocks, not one. Non-financial aspects within 60 days of year end; financial aspects by October 31 or the ITR due date, whichever is later. Questions offer 60 days for both.
• 91(C) binds NPOs; 91(B) binds For Profit Enterprises. An FPE follows the disclosure regime of its platform — Main Board, SME Exchange or Innovators Growth Platform.
• 91(D) is disclosure of events; 91E is the Annual Impact Report; 91F is the quarterly utilisation statement. Three separate regulations, three separate cadences.
• 7 days is an outer limit, not a deadline to aim at. The wording is "as soon as reasonably possible but not later than seven days".
• Unutilised money goes into a separate bank account and must not be co-mingled. The requirement is in 91F(2), and it applies to a listed NPO.
• Form 2.1 is the enterprise's impact report; Form 3.1 is the assessor's. Forms 1A and 1B are general, governance and financial disclosures, and 1B is the one tied to audited statements.
• The penalties in Chapter 9 come from the SEBI Act, 1992, not from LODR itself. The Act supplies the penalty and adjudication power; the regulations supply the obligation that was breached.
• Remuneration policies are a governance disclosure, not a general one. Chapter 9's first sample question turns on exactly this.