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SEBI LODR Governance Framework

Corporate Governance Advisory & Board Compliance for Listed Companies

Building a governance framework under Regulations 17 to 27 of the SEBI (LODR) Regulations, 2015; strengthening board effectiveness; meeting statutory obligations; and enhancing investor confidence through corporate governance advisory in India.

SEBI LODR Reg. 17-27 Compliance
Independent Director Support
Board Evaluation Framework
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 Rated 4.8/5  ·  10,000+ Clients  ·  No Spam
SEBI LODR Reg. 17–27 Compliance
200+ Independent Directors Network
Proven Governance & Regulatory Compliance
300+ Listed Company Engagements
4.8/5 Rating by Our Clients
The Governance Imperative

40% of Listed Companies Got Penalised by SEBI due to Governance Failures! Don’t be the Next Victim

SEBI’s enhanced enforcement under the SEBI (LODR) Regulations defines India’s business landscape, with stricter governance requirements to address pre-listing issues. For Indian boardrooms, this is not merely a matter of regulatory compliance; it is a question of survival, reputation, and competitiveness in an increasingly globalized economy.

Consult a Governance Expert
40%
Listed companies receive governance-related observations or notices
Up Rs. 5 Lakhs+
Penalties may be imposed for certain LODR non-compliances
10 to 15%
Higher institutional preference for companies with strong governance practices
3x Faster
Resolution of regulatory queries with structured compliance systems

What is Corporate Governance Under SEBI LODR?

Corporate Governance under the SEBI LODR Regulations, 2015, is a system that directs and controls companies, holding them accountable to shareholders. In Indian boardrooms, good governance goes beyond the statutory requirements of the Companies Act, 2013, and the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Establishing a corporate governance framework for IPO-bound companies offers DRHP filing not only for regulatory compliance but also to demonstrate transparency, institutional readiness, and accountability.

SEBI Enforcement Insights: Enforcement of LODR provisions has become increasingly stringent. Non-compliance with governance requirements may lead to a penalty of Rs. 1 lakh per day and the freezing of the promoter’s shareholding.

Key SEBI LODR Governance Requirements

  • Board Composition (Reg. 17): Minimum 1/3 independent shareholder which increased to 50% where the Chairperson is executive
  • Audit Committee (Reg. 18): Comprises a minimum of 3 directors, where 2/3rd are independent & financially literate
  • NRC (Reg. 19): Consists of 3 non-executive directors with at least 50% independent directors
  • SRC (Reg. 20): Mandatory for 1000+ shareholders resolving investor grievances and share-related matters
  • Board Evaluation (Reg. 17): Conduct an annual performance evaluation of the Board, its committee, and individual directors
  • Related Party Policy (Reg. 23): Adopt a Board-approved RPT policy related to party transactions and the Audit Committee approval
Key Regulations for Corporate Governance
Board CompositionLODR Reg. 17
Audit CommitteeLODR Reg. 18
NRCLODR Reg. 19
SRCLODR Reg. 20
Risk CommitteeLODR Reg. 21
RPT PolicyLODR Reg. 23
Board EvaluationAnnual Mandatory
Min. IDs Required1/3 of Board
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Our Services

Our Corporate Governance Advisory Services

Connect with us to enjoy comprehensive corporate governance advisory services, along with board structuring, a policy framework, and ongoing compliance under the SEBI (LODR) Regulations.

Board Composition Advisory

Ensure the design of an optimal board structure, comprising the right mix of executive, non-executive, and independent directors as specified under Regulation 17 of SEBI (LODR).

  • Board Composition Gap Analysis
  • Independent Director Identification & Onboarding Support
  • Director Onboarding & Familiarization Programs
  • Board Diversity & Succession Planning Strategy

Board Committee Formation & Charter

We direct the establishment of a mandatory board committee comprising a properly defined charter, composition, and governance processes, as specified under SEBI Regulations 18 to 21.

  • Audit Committee Constitution & Charter
  • Access to Nomination & Remuneration Committees
  • Stakeholder Relationship Committee Setup
  • Risk Management Committee Setup

Governance Policy Documentation

Our services ensure the development and implementation of an end-to-end suite of governance policies in accordance with the SEBI (LODR) Regulations and the Companies Act.

  • Code of Conduct for Board & Senior Management
  • Related Party Transactions Policy
  • Whistle-Blower Policy/ Vigil Mechanism
  • Board Diversity Policy

Board Evaluation Framework

Design and implement annual performance evaluation mechanisms as required under Regulation 17 (10) of SEBI (LODR).

  • Evaluation Criteria & Questionnaire Design
  • Independent & Confidential Assessment Process
  • Board, Committee, & Individual Director Evaluation
  • Actionable Governance Improvement Recommendations

Secretarial & Meeting Compliance

Our experts ensure the management of comprehensive board & committee meeting processes in compliance with SEBI (LODR), Companies Act, and ICSI Secretarial standards.

  • Board & Committee Meeting Planning
  • Secretarial Audit Coordination
  • Agenda Notes & Minutes Preparation
  • Stock Exchange Disclosures & Filings

Governance Audit & Gap Analysis

Our experts conduct an independent governance audit, benchmarked against SEBI (LODR), the Companies Act, Secretarial Standards & Stock Exchange requirements.

  • Risk-Based Prioritized Remediation Roadmap
  • LODR Compliance Gap Assessment
  • Ongoing/ Quarterly Compliance Tracking Framework
  • Governance Benchmarking Against Industry Peers
Governance Roadmap

IPO Governance Implementation Timeline

Build a SEBI-ready IPO governance framework 6 to 9 months before your DRHP filing in line with SEBI LODR requirements.

01

Governance Diagnostic

Have access to the current board composition, committee structure, policies, and disclosures of SEBI (LODR) & Companies Act requirements.

1 Month
02

Board Restructuring

Onboard independent directors, align board composition with Regulation 17, compile necessary corporate approvals and MCA filings for director appointments.

1-3 Months
03

Committee Formation

Constitute all compulsory committees, including Audit, NRC, SRC, and RMC, and formalize charters, roles, and reporting frameworks in compliance with the composition under SEBI LODR regulations.

2-3 Months
04

Policy Development

We ensure the development of SEBI-authorized governance policies and the implementation of board approvals in compliance with DRHP disclosures & website requirements.

3-4 Months
05

Training & Induction

We conduct a well-structured training session for directors appointed under SEBI LODR), regulations, insider trading regulations, and best practices for corporate governance.

4-5 Months

IPO-Ready Governance Framework

Strengthen corporate governance requirements, complete governance disclosures in DRHP & establish systems for ongoing post-listing compliance.

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Benefits

Why Strong Corporate Governance Drives IPO Success?

Regulatory Protection

SEBI LODR compliance regulations help reduce the risk of regulatory actions, including monetary penalties, show-cause notices, and trading restrictions.

Increases QIB Participation

FIIs and domestic institutional investors apply governance filters and a well-structured board with strong independent oversight, thereby enhancing QIB participation.

Valuation Premium Advantage

Companies with strong corporate governance frameworks help attract higher valuation multiples, with lower governance and compliance risks.

Efficient SEBI Processing

DRHPs with clear and comprehensive governance disclosures typically receive more structured feedback, thereby helping streamline the review process.

Better Banker & Advisory Alignment

Companies engaged in investment banking and advisory services have access to compliant governance structures, reduced due diligence concerns, and improved IPO readiness.

Sustainable Share Performance

Companies with strong corporate governance practices demonstrate better operational discipline and sustainable shareholder value creation.

FAQ

Corporate Governance Questions Answered

Connect with our corporate governance team, ready to answer your specific questions.

Ask Our Expert

An IPO-bound company in India generally needs to ensure its board composition, which requires at least 1/3rd of the board to be independent directors if the chairperson is non-executive, or half the board if the chairperson is an executive director. For SME IPOs, a minimum of 50% independent directors is mandatory.

Yes, promoters are eligible to serve on the Audit Committee, provided they are subject to specific regulatory constraints ensuring independence, particularly for listed companies.

No, establishing a risk management committee is not mandatory for all listed companies in India. However, it is mandatory only for the top 1000 listed entities (including those with high market capitalization and high-value debt) that comply with the SEBI LODR regulations.

The qualification requirements for an independent director include being a person of integrity with relevant experience in finance, law, management, or technical operations. However, no other specific academic degree is required; only passing an online proficiency self-assessment test and registering with the IICA Databank, unless exempted based on experience.

The board evaluation process under SEBI LODR Regulations is a mandatory annual exercise to assess the performance of the board, its committees, and individual directors. Driven by the Nomination & Remuneration Committee, it involves structured questionnaires, self-evaluations, and peer review focusing on composition, meeting quality, and effectiveness.

Securing quality independent directors (IDs) requires a shift from relying on personal networks to adopting a structured, strategic, and transparent search process. The high-quality independent directors bring diverse expertise, strict independence, and active oversight, which ultimately helps improve corporate governance and strengthen investor confidence.
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Why Enterslice

Partner with Enterslice, India’s Preferred Corporate Governance Advisory Firm

01

SEBI LODR Specialists

Our dedicated team of specialists holds strong expertise in SEBI (LODR) Regulations 17-27 and the Companies Act.

02

200+ Independent Director Network

We maintain a network of 200+ independent directors across sectors, enabling efficient identification and onboarding in compliance with the regulatory requirements.

03

Proven Governance Track Record

Holds a strong track record of supporting 300+ companies in achieving and maintaining governance compliance through proactive advisory and continuous monitoring.

04

IPO-Integrated Governance

We provide for the seamless integration of governance frameworks into DRHP preparation, resulting in compliant, investor-ready disclosures in the prospectus.

05

Ongoing Governance Management

Get ongoing post-listing support for board and committee coordination, compliance tracking, and regulatory response management.

06

4.8/5 Rating by Our Clients

Enjoy consistently high client satisfaction with 4.8/ 5 ratings across pre-IPO companies and listed entities undergoing governance transformation.

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