Regulating Integrity: SEBI’s Evolving Role in Corporate Governance through LODR Reforms in the Digital Age

In the wake of high-profile corporate failures and increasing market complexity, robust corporate governance has transitioned from a compliance formality to a strategic imperative for sustainable growth. In India, the Securities and Exchange Board of India (SEBI) serves as the cornerstone of this framework, particularly through its dynamic Listing Obligations and Disclosure Requirements (LODR) Regulations. This paper critically analyzes SEBI’s regulatory evolution, with a focused examination of key governance instruments such as Clause 35B (e-voting, shareholder engagement) and the revitalized Clause 49 (board composition, independent directors). Moving beyond historical precedents like the Satyam scandal, the study assesses SEBI’s response to contemporary challenges, including digital transformation, ESG (Environmental, Social, and Governance) integration, and recent corporate frauds. It argues that SEBI’s shift towards a principles-based, disclosure-oriented, and technology-enabled regulatory approach is crucial for fostering transparency, protecting investor interests, and maintaining India’s credibility in global capital markets. The paper concludes with recommendations for further strengthening the governance ecosystem in an era of algorithmic trading and stakeholder capitalism.