Securities Law – Listed Company Compliance India
SEBI Compliance Services
Going public — or already listed — brings an entirely new layer of regulatory obligation that has nothing to do with the Companies Act or GST. Lal Ghai & Associates manages SEBI compliance for SME IPO-bound and listed companies across India, from LODR disclosures and insider trading codes to takeover code and ICDR filings.
The moment a company lists on the SME platform, the main board, or even completes a substantial fundraise involving SEBI-regulated instruments, an entirely separate compliance universe opens up — one that runs parallel to, and is just as demanding as, Companies Act and tax compliance. Quarterly disclosures, trading window restrictions for promoters and designated persons, related-party transaction approvals, and shareholding pattern filings all carry strict deadlines and meaningful penalties for non-compliance.
Lal Ghai & Associates provides comprehensive SEBI compliance management for growing base of SME IPO companies and listed entities — covering the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Prohibition of Insider Trading Regulations, the Takeover Code, and ICDR Regulations for further fundraising. We work with promoters and compliance officers who are often managing SEBI obligations for the first time after a successful IPO, translating dense regulatory language into a practical compliance calendar.
What is SEBI Compliance?
SEBI compliance means complying with the rules and regulations issued by the Securities and Exchange Board of India (SEBI). It includes timely disclosures, corporate governance, listing obligations, insider trading regulations, and other reporting requirements applicable to listed companies, intermediaries, and market participants. Proper SEBI compliance helps ensure transparency, investor protection, and adherence to securities laws.
SEBI compliance operates independently of — and in addition to — Companies Act compliance. A listed company files its annual return and financial statements with the Registrar of Companies under the Companies Act, and separately files quarterly results, shareholding patterns, corporate governance reports, and related-party transaction disclosures with the stock exchange under the LODR Regulations. Missing either set of obligations carries consequences, but SEBI penalties tend to be faster and more mechanical — many LODR non-compliances trigger automatic fines calculated per day of delay, with no discretion involved.
For companies that have listed on the BSE SME platform — a common route for India’s growing manufacturers and exporters — SEBI compliance often arrives as a surprise. The IPO process itself is intensely regulated under ICDR, but once listed, the company discovers an entirely new ongoing compliance calendar: quarterly LODR filings, a structured insider trading code that restricts when promoters and key employees can buy or sell shares, and takeover code obligations that apply the moment shareholding crosses certain thresholds.
Who Needs SEBI Compliance Support?
- Companies recently listed on SME navigating their first quarterly compliance cycle
- SME IPO-bound companies needing ICDR compliance support through the listing process
- Promoters and designated persons who need a clear, documented insider trading code and trading window process
- Companies planning a preferential allotment or rights issue requiring pricing and disclosure compliance
- Listed companies that have received exchange queries or penalty notices for LODR non-compliance
- Companies planning a buyback of their own shares
- SME-listed companies considering main board migration needing a compliance track record review
- Group companies with cross-holdings in a listed entity requiring related-party transaction governance
- Boards seeking an independent compliance health check ahead of an audit, AGM, or fundraising round
Why SEBI Compliance Matters Once You're Listed
Automatic, Mechanical Penalties
Unlike many Companies Act penalties that require a finding of default, several LODR non-compliances trigger automatic fines per day of delay — there is often no discretionary review before the fine applies.
Trading Window Violations Are Personal Liability
A promoter or designated person trading during a closed window, or without pre-clearance, faces personal regulatory action under the insider trading code — independent of the company's own compliance status.
Exchange & Investor Confidence
Persistent LODR non-compliance is visible on the stock exchange's compliance status reports, publicly signalling governance weakness to investors, analysts, and prospective institutional shareholders.
Future Fundraising Access
A clean SEBI compliance record is a practical precondition for further capital raises — preferential allotments, rights issues, or a main board migration — since due diligence will surface any unresolved compliance gaps.
Migration to Main Board
Companies that listed on SME and plan to migrate to the main board face a SEBI compliance track record review as part of that process — gaps accumulated as an SME-listed company carry forward into that evaluation.
Promoter & Director Protection
Clear internal codes of conduct, properly documented trading window communications, and timely disclosures protect promoters and directors from inadvertent personal violations that arise from simple unfamiliarity with the rules.
Key Areas of SEBI Compliance We Manage
SEBI compliance spans several distinct regulatory frameworks, each with its own filing calendar, disclosure triggers, and penalty structure:
LODR Compliance
Quarterly financial results, shareholding pattern, corporate governance reports, related-party transaction disclosures, and a long list of event-based disclosures under the Listing Obligations and Disclosure Requirements Regulations, 2015.
Insider Trading Code (PIT)
Structured trading window restrictions, pre-clearance requirements, and disclosure obligations for promoters, directors, and designated persons under the Prohibition of Insider Trading Regulations, 2015.
Takeover Code Compliance
Disclosure and open offer obligations triggered when an acquirer’s shareholding crosses specified thresholds, under the Substantial Acquisition of Shares and Takeovers Regulations, 2011.
ICDR Compliance
Disclosure and procedural requirements for IPOs, further public offers, rights issues, and preferential allotments under the Issue of Capital and Disclosure Requirements Regulations, 2018.
Corporate Governance Compliance
Board composition, independent director requirements, audit committee and nomination & remuneration committee composition, and secretarial audit/compliance certification under LODR’s governance chapter.
Preferential Allotment & Buyback
Pricing, lock-in, and disclosure compliance for preferential issues, and procedural requirements for share buybacks under the relevant SEBI regulations.
Our SEBI Compliance Services
Ongoing Listed-Company Compliance
- Quarterly, Half Yearly & Yearly LODR filings — financial results, shareholding pattern, corporate governance report
- Event-based disclosure management under LODR Regulation 30
- Related-party transaction approval process and disclosure
- Insider trading code design, trading window communication, and pre-clearance management
- Structured Digital Database (SDD) maintenance under PIT Regulations
- Annual secretarial compliance report and secretarial audit coordination
- Board and committee composition compliance — independent directors, audit committee, NRC
- Compliance certificate filings and exchange correspondence management
Transactional & Strategic SEBI Advisory
- ICDR compliance for SME IPO and main board public offers
- Preferential allotment pricing, lock-in, and disclosure compliance
- Rights issue procedural compliance
- Takeover code threshold monitoring and open offer advisory
- SME to main board migration compliance review
- SEBI show-cause notice and adjudication proceeding response
- Pre-IPO SEBI readiness assessment for companies planning to list
Why Companies Choose Lal Ghai & Associates for SEBI Compliance
SME IPO Heritage
Our SEBI compliance practice grew directly out of advising India manufacturers through their BSE SME listing journey, so the post-listing compliance calendar is a natural extension of that relationship
Integrated Practice
SEBI compliance connects directly with our SME IPO advisory, corporate restructuring, and company law services for companies managing multiple regulatory layers simultaneously
We Treat Contraventions With the Discretion They Deserve
Realizing you've missed a filing or sat on an unreported contravention for years is stressful enough without feeling judged about it. Every compounding matter we handle starts with a confidential, no-lecture review — just the facts and the cleanest path forward.
We're Based Where India's Businesses Actually Are
Offices in Ludhiana, Mohali, and Gurgaon mean we understand the specific shape of India's export and family-investment patterns firsthand — not as a generic case study, but as the actual clients walking through our door.
ICSI Peer Review Recognised
Our firm holds ICSI Peer Review recognition, which means our processes and documentation standards have been independently reviewed against the Institute's quality benchmarks — not just our own word for it.
Industries We Serve
Frequently Asked Questions
Listed, or Planning to List? Get Your SEBI Compliance Right.
Whether you’ve just completed a SME IPO, are planning one, or need a compliance health check on your existing LODR and insider trading processes — speak with our SEBI compliance team.
Email: info@lgassociates.org | Offices in Ludhiana – Mohali – Gurgaon
Related Services at Lal Ghai & Associates
SEBI compliance connects closely with other corporate and capital markets work. LGA also handles: