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SEBI New Update 2025 – Position of Company Secretary

In a recent SEBI’s interpretative letter dated 03.04.2025 addressed to DCB Bank Ltd. The SEBI has provided crucial clarity on the designation a hierarchical placement of Compliance Officer in Listed Companies under Reg 6 (1) of SEBI(LODR), Regulation, 2015.

Background

DCB bank approached SEBI through a formal request dated 09.01.2025, seeking informal guidelines on whether its current compliance officer, Ms. Rubi Chaturvedi who holds a position five level below to Board of Directors and report to the MD & CEO- meets the revised criteria under amended LODR.

SEBI Interpretation

SEBI clarified that under the amended proviso to Regulation 6 (1), the Compliance Officer must be:

  • Positioned One level below the Board of Directors i.e. directly below the MD or Whole Time Director.
  • The Positioned is necessary to ensure greater without and access to decision making at the board level, enabling the Compliance Officer to effectively discharge their regulatory and governance responsibilities.

Key take aways from SEBI Guidance

  • Distinction between ‘Level’ and ‘Reporting’
  • 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-today affairs of the listed entity.
  • Implication for Listed Entities
  • Companies must restructure their internal hierarchies if necessary to ensure that the Compliance Officer hold the prescribed seniority.
  • A failure to comply may be seen as a breach of the LODR requirements.

Conclusion

  • SEBI differentiated between ‘level’ ( organizational Hierarchy) and ‘reporting’ (flow of communication).
  • In this case, the level of Ms. Rubi Chaturvedi should be revised to one level below to MD or Whole Time Director.
  • In this regard, SEBI has also issued circular dated 01.04.2025.

Complete Circular attached here

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