Clarification on Compliance Officer Position under SEBI LODR Regulation 6

CIRCULAR
SEBI/HO/CFD/PoD2/CIR/P/2025/47 April 1, 2025
To,
All listed entities
All Recognized Stock Exchanges
Madam / Sir,
Sub: Clarification on the position of Compliance Officer in terms of regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Reg.

1. The proviso to regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements)
   Regulations, 2015 (“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. The said provision was inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment Regulations), 2024 dated December 12, 2024 (link).

2. SEBI has received queries seeking clarity on the term ‘level’ used in regulation 6(1) of the
   LODR Regulations.

3. After examination, it is 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.

4. In case a 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.

5. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
   Securities and Exchange Board of India Act, 1992 read with Regulation 101 of the LODR Regulations.

6. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.
   Yours faithfully,
   Raj Kumar Das
   Deputy General Manager
   Corporation Finance Department
   Policy and Development
   +91-22-26449253 rajkd@sebi.gov.in