Deputy General Manager Corporation Finance Department Policy and Development – 2 rajkd@sebi.gov.in 022 -26449253

6 · th Floor, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai -400013 .

2 · 1. DCB Bank Limited ("DCB Bank") is a public limited company. The shares of DCB Bank are listed on BSE Limited and National Stock Exchange of India Limited.

2 · 2. The Bank presently has appointed Ms. Rubi Chaturvedi as its Company Secretary and Compliance Officer, designated as Key Managerial Personnel in terms of the provisions of Section 203 of the Companies Act, 2013 ("Companies Act"). Currently, Ms. Rubi Chaturvedi is placed at level 5 (grade) below the Board of Directors and reports to the Managing Director & CEO of the Bank.

3 · 1. " Whether continuance of Ms. Rubi Chaturvedi (considering her existing grade / level in the Bank) as a Compliance Officer of the Bank, shall be considered to be in compliance with the provisions of Regulation 6 of the LODR Regulations, as amended vide notification dated December 12, 2024?

3 · 2. Based on the understanding of Regulation 6(1), it is believed that being one level below the Board of Directors shall mean persons occupying the designation / grade one level below the Board of Directors and who report directly to such a person (being one of the Board members of the organisation). The intent of this provision is to ensure that the Compliance Officer possesses adequate authority and direct access to key decisionmakers at the Board level. However, in light of recent amendments and the interpretations concerning corporate governance practices, clarification is sought from SEBI as to whether adjustments to the organizations grade hierarchy / reporting structure are necessary . "

4 · 1. The term 'level' has been used in the LODR Regulations in the context of interalia 'Compliance Officer' [Proviso to Regulation 6(1)], 'senior management' [Regulation 16(1)(d)], determining the number of independent directors required on the board [Regulation 17(1)(b)], information to be placed before the board of directors (Paragraph E of Part A of Schedule II) etc. It has also been used in Securities and Exchange Board of India (Prohibition of Insider Trading)

4 · 2. In contrast, the expressions 'reporting to', 'reporting', 'report to' are used in the LODR Regulations in the context of functions of the Compliance Officer [Regulation 6(2)(b)], policy on determination of materiality [Regulation 30(4)(ii)] , internal auditor [Paragraph E of Part E of Schedule II]. It has also been used in PIT regulations with respect to the definition of compliance officer [Regulation 2(1)(c)] and code of conduct [Paragraph 1 of Schedule C] .

4 · 3. The terms 'level' and 'reporting' have been used separately in LODR and PIT Regulations in different circumstances. When the same statute uses two different words then, prima-facie, one has to construe that these words must have been used to mean differently.

4 · 4. Therefore, the usage of the term 'level' in the Proviso to Regulation 6(1) of the LODR Regulations, refers to the position a person is occupying in the organizational hierarchy. On the other hand, usage of the expressions 'reporting' or 'report to' would mean the obligation of a person to communicate / submit his work or an issue to the concerned individual / body for consideration / approval.

4 · 5. The rationale given by the 'Expert Committee for facilitating ease of doing business and harmonization of the provisions of ICDR and LODR Regulations' 1 ("Expert Committee") on amendments to Regulation 6 of the LODR is reproduced below:

1 · https://www.sebi.gov.in/sebi_data/commondocs/jun-

4 · 6. It is clear from the aforesaid, that the Expert Committee had specifically recommended to elevate the position of the Compliance Officer to a level just below the Board of Directors, and designate them as 'key managerial personnel' ("KMP") to ensure that they are able to effectively discharge their statutory duties and responsibilities. The recommendation of Expert Committee along with the rationale mentioned above was accepted by the SEBI Board pursuant to which amendments to the LODR Regulations were notified .

4 · 7. In terms of Section 2(51) of the Companies Act, any officer designated as KMP by the board of directors cannot be more than one level below the whole-time director. Drawing a parallel from the same, in terms of the Proviso to Regulation 6(1) of the LODR Regulations, the Compliance Officer has been mandated to be positioned just one level below the board of directors in the organizational hierarchy of the listed entity .

4 · 8. Further, SEBI, vide circular no. SEBI/HO/CFD/PoD2/CIR/P/2025/47 dated April 1, 2025, has clarified that 'one-level below the board of directors' means onelevel below the Managing director or Whole-time Director(s) who are part of the Board of Directors of the listed entity.