Reg 22 vigil mechanism
A vigil mechanism and whistle-blower policy for directors and employees, reviewed by the audit committee.
Standing duty, no filing date
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
There is no deadline and no fixed review periodicity. Reg 22 requires the entity to formulate a vigil mechanism for directors and employees to report a genuine concern, with adequate safeguards against victimisation and direct access to the chairperson of the audit committee in appropriate cases. The audit committee's review of the mechanism sits in Schedule II Part C and rides that committee's own four-meeting cadence.
Deadlines counted from an event
Formulate a vigil mechanism for directors and employees to report a genuine concern. The mechanism must provide adequate safeguards against victimisation of a person who uses it, and direct access to the chairperson of the audit committee in appropriate or exceptional cases. LODR fixes no periodicity for reviewing the mechanism. The audit committee's review of the whistle-blower mechanism is a Schedule II Part C item and runs on that committee's own cadence.
The rule
Formulate a vigil mechanism for directors and employees to report a genuine concern. The mechanism must provide adequate safeguards against victimisation of a person who uses it, and direct access to the chairperson of the audit committee in appropriate or exceptional cases. LODR fixes no periodicity for reviewing the mechanism. The audit committee's review of the whistle-blower mechanism is a Schedule II Part C item and runs on that committee's own cadence.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- Directors and employees of that entity
- Reg 15(2) exempts an entity with paid-up equity share capital of ₹10 crore or less and net worth of ₹25 crore or less, and an entity listed on the SME Exchange, from Reg 17 to Reg 27.
Statutory basis
Before you file
- Get the board to approve the whistle-blower policy.
- Set up the reporting channel and name the person who receives a report.
- Give the audit committee chairperson a direct access route for an appropriate or exceptional case.
- Write the safeguards against victimisation into the policy.
How to file
- Publish the whistle-blower policy on the entity's website.
- Put the vigil mechanism before the audit committee for review as a Schedule II Part C item.
- Record each report received and how it was handled.
- Disclose the existence of the mechanism in the annual report.
The listed entity's own policy and website
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
Common questions
How often does the audit committee have to review the mechanism?
LODR does not say. The review is a Schedule II Part C item for the audit committee, so it happens inside that committee's four-meeting cadence. Any quarterly or annual review figure attributed to Reg 22 is not in the regulation.