Why you can trust this course
We don't ask you to take our word for it. Every claim in every lesson is anchored to a Section, Rule, or judgment. This page is the master register of every authority we cite.
Legal basis snapshot: SEBI LODR + PIT primary-source stack current to 30 August 2026.
Core: SEBI (LODR) Regulations 2015 consolidated 22 January 2026 (sebi.gov.in); SEBI (PIT) Regulations 2015 consolidated 12 March 2025 (sebi.gov.in).
LODR amendments in the operating window: 2nd Amendment 2023 (14 June 2023 gazette, effective 14 July 2023, Reg 30 recast and Sch III Part A materiality); Amendment 2024 (17 May 2024, MPM-based rumour verification); 2nd Amendment 2024 (10 July 2024); 3rd Amendment 2024 (12 December 2024, Reg 24A + Reg 27 + Integrated Filing, operative 1 April 2025 / 31 December 2024); Amendment 2025 (27 March 2025, Chapter VA HVDLE and SME Reg 23); 2nd Amendment 2025 (29 April 2025, securitised debt); 3rd Amendment 2025 (mid-2025, gazette date to be re-verified); 4th Amendment 2025 (27 October 2025); 5th Amendment 2025 (18-19 November 2025, Reg 23 recast and Sch XII slab materiality, effective 18 December 2025); 6th Amendment 2025 (15-16 December 2025, terminology fix); Amendment 2026 (22 January 2026, HVDLE Rs 5,000 crore and LoC removal).
PIT amendments in the operating window: Amendment 2018 (31 December 2018, SDD introduction, effective 1 April 2019); Amendment 2020 (17 July 2020, SDD internal and annual audit committee verification); Amendment 2024 (17 May 2024, Reg 2(1)(e) media clarification); 2nd Amendment 2024 (25 June 2024, Reg 5 trading plan overhaul, effective 23 September 2024); 3rd Amendment 2024 (4 December 2024, connected-person expansion and relative definition); Amendment 2025 (11 March 2025, UPSI 16-item plus external-UPSI 2-day SDD plus trading window carve-out, effective 10 June 2025).
Operative SEBI circulars: Master Circular on LODR dated 30 January 2026 (supersedes 11 November 2024 version); Trading Window Closure Automation dated 21 April 2025 (SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55; top 500 from 1 July 2025, all listed from 1 October 2025); Industry Standards Note on Reg 30 dated 25 February 2025; ISF RPT Industry Standards dated 26 June 2025; BRSR Core Circular dated 12 July 2023; BRSR Core Recalibration dated 28 March 2025 (Data-and-Assessment-or-Assurance).
SEBI Board Meetings referenced: 207th (30 September 2024, connected person); 208th (18 December 2024, UPSI alignment); 209th (24 March 2025, FPI and MII); 211th (12 September 2025, RPT revamp under Tuhin Kanta Pandey as Chairperson since 1 March 2025).
Case law: Balram Garg v SEBI (Supreme Court 19 April 2022, 2022 SCC OnLine SC 496); FCRPL v SEBI (SAT February 2024); Kunal Ashok Kashyap v SEBI (SAT 20 January 2025); Linde India Ltd v SEBI (SAT 5 December 2025).
SEBI Orders used as case studies: RHFL / Anil Ambani (22 August 2024); Linde India / Praxair (24 July 2024); Paytm warning (2024); Zee Entertainment (January 2025); IndusInd Bank (28 May 2025); HDFC merger HUF (July 2025); Adani clean chit (18 September 2025); Nucleus Software (September 2025); Swan Corp (September 2025); IEX interim (15 October 2025); NDTV (May 2026); Reliance Industries administrative warning (24 June 2026); Adicorp Enterprises (September 2025).
Related statutes: Companies Act 2013 Sec 149, 188, 204 for interaction with LODR Reg 17, Reg 23, Reg 24A; SEBI Act 1992 Sec 15G (Rs 25 crore or 3x profits penalty cap, unchanged since 2014); SEBI PFUTP Regulations 2003 Reg 4(2)(q) (front-running); SEBI (Mutual Funds) Regulations 1996 Reg 5A (PIT-lite for AMC scheme units, operative 1 April 2023).
Institutional sources: ICSI Secretarial Standards SS-1 and SS-2 revised 1 April 2024 (approved under Sec 118(10) CA 2013); ICSI Compendium on PIT dated 27 June 2025; ICSI SDD Advisory dated 28 February 2024; NSE SDD SOP circular dated 18 October 2024 (quarterly SDD certificate); BSE FAQs on Reg 33 dated 17 November 2025; SCORES 2.0 launched 1 April 2024 (21-day resolution timeline); IiAS Voting Guidelines 2024-25 revised 31 July 2024.
Items requiring ongoing verification and flagged inside the relevant lessons: LODR Third Amendment 2025 gazette date; LODR Fifth Amendment 2025 gazette (18 vs 19 November 2025); LODR Amendment 2026 gazette (20 vs 22 January 2026); HVDLE transition rules for entities dropping out after January 2026; SME LODR CG applicability beyond Reg 23; BRSR Core assessment-or-assurance provider ecosystem; 23 March 2026 SEBI Board Meeting decisions (not confirmed via WebFetch); any PIT amendment notified 12 March 2025 to 30 August 2026; SDD 8-year retention start point; SDD quarterly (exchange) vs annual (Reg) audit committee review distinction; SDD vendor list (InsiderQ, InsiderSDD, NOVUS Velox, Orion, Lexcomply, Ricago; NOT Sprinto or Rubix); contra-trade cross-PAN informal guidance; and SEBI adjudication order PDF verification for each named case study.
How this SEBI LODR + PIT Practitioner Certification register is built
This trust page is the citation register for the SEBI LODR + PIT Practitioner Certification course. It cites 62 authorities across 15 statutory instruments, drawn from the legal basis snapshot above (SEBI LODR + PIT primary-source stack current to 30 August 2026. Core: SEBI (LODR) Regulations 2015 consolidated 22 January 2026 (sebi.gov.in); SEBI (PIT) Regulations 2015 consolidated 12 March 2025 (sebi.gov.in). LODR amendments in the operating window: 2nd Amendment 2023 (14 June 2023 gazette, effective 14 July 2023, Reg 30 recast and Sch III Part A materiality); Amendment 2024 (17 May 2024, MPM-based rumour verification); 2nd Amendment 2024 (10 July 2024); 3rd Amendment 2024 (12 December 2024, Reg 24A + Reg 27 + Integrated Filing, operative 1 April 2025 / 31 December 2024); Amendment 2025 (27 March 2025, Chapter VA HVDLE and SME Reg 23); 2nd Amendment 2025 (29 April 2025, securitised debt); 3rd Amendment 2025 (mid-2025, gazette date to be re-verified); 4th Amendment 2025 (27 October 2025); 5th Amendment 2025 (18-19 November 2025, Reg 23 recast and Sch XII slab materiality, effective 18 December 2025); 6th Amendment 2025 (15-16 December 2025, terminology fix); Amendment 2026 (22 January 2026, HVDLE Rs 5,000 crore and LoC removal). PIT amendments in the operating window: Amendment 2018 (31 December 2018, SDD introduction, effective 1 April 2019); Amendment 2020 (17 July 2020, SDD internal and annual audit committee verification); Amendment 2024 (17 May 2024, Reg 2(1)(e) media clarification); 2nd Amendment 2024 (25 June 2024, Reg 5 trading plan overhaul, effective 23 September 2024); 3rd Amendment 2024 (4 December 2024, connected-person expansion and relative definition); Amendment 2025 (11 March 2025, UPSI 16-item plus external-UPSI 2-day SDD plus trading window carve-out, effective 10 June 2025). Operative SEBI circulars: Master Circular on LODR dated 30 January 2026 (supersedes 11 November 2024 version); Trading Window Closure Automation dated 21 April 2025 (SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55; top 500 from 1 July 2025, all listed from 1 October 2025); Industry Standards Note on Reg 30 dated 25 February 2025; ISF RPT Industry Standards dated 26 June 2025; BRSR Core Circular dated 12 July 2023; BRSR Core Recalibration dated 28 March 2025 (Data-and-Assessment-or-Assurance). SEBI Board Meetings referenced: 207th (30 September 2024, connected person); 208th (18 December 2024, UPSI alignment); 209th (24 March 2025, FPI and MII); 211th (12 September 2025, RPT revamp under Tuhin Kanta Pandey as Chairperson since 1 March 2025). Case law: Balram Garg v SEBI (Supreme Court 19 April 2022, 2022 SCC OnLine SC 496); FCRPL v SEBI (SAT February 2024); Kunal Ashok Kashyap v SEBI (SAT 20 January 2025); Linde India Ltd v SEBI (SAT 5 December 2025). SEBI Orders used as case studies: RHFL / Anil Ambani (22 August 2024); Linde India / Praxair (24 July 2024); Paytm warning (2024); Zee Entertainment (January 2025); IndusInd Bank (28 May 2025); HDFC merger HUF (July 2025); Adani clean chit (18 September 2025); Nucleus Software (September 2025); Swan Corp (September 2025); IEX interim (15 October 2025); NDTV (May 2026); Reliance Industries administrative warning (24 June 2026); Adicorp Enterprises (September 2025). Related statutes: Companies Act 2013 Sec 149, 188, 204 for interaction with LODR Reg 17, Reg 23, Reg 24A; SEBI Act 1992 Sec 15G (Rs 25 crore or 3x profits penalty cap, unchanged since 2014); SEBI PFUTP Regulations 2003 Reg 4(2)(q) (front-running); SEBI (Mutual Funds) Regulations 1996 Reg 5A (PIT-lite for AMC scheme units, operative 1 April 2023). Institutional sources: ICSI Secretarial Standards SS-1 and SS-2 revised 1 April 2024 (approved under Sec 118(10) CA 2013); ICSI Compendium on PIT dated 27 June 2025; ICSI SDD Advisory dated 28 February 2024; NSE SDD SOP circular dated 18 October 2024 (quarterly SDD certificate); BSE FAQs on Reg 33 dated 17 November 2025; SCORES 2.0 launched 1 April 2024 (21-day resolution timeline); IiAS Voting Guidelines 2024-25 revised 31 July 2024. Items requiring ongoing verification and flagged inside the relevant lessons: LODR Third Amendment 2025 gazette date; LODR Fifth Amendment 2025 gazette (18 vs 19 November 2025); LODR Amendment 2026 gazette (20 vs 22 January 2026); HVDLE transition rules for entities dropping out after January 2026; SME LODR CG applicability beyond Reg 23; BRSR Core assessment-or-assurance provider ecosystem; 23 March 2026 SEBI Board Meeting decisions (not confirmed via WebFetch); any PIT amendment notified 12 March 2025 to 30 August 2026; SDD 8-year retention start point; SDD quarterly (exchange) vs annual (Reg) audit committee review distinction; SDD vendor list (InsiderQ, InsiderSDD, NOVUS Velox, Orion, Lexcomply, Ricago; NOT Sprinto or Rubix); contra-trade cross-PAN informal guidance; and SEBI adjudication order PDF verification for each named case study.).
Primary sources: SEBI LODR 2015 (14 entries), SEBI Order (10 entries), SEBI PIT 2015 (8 entries).
Every claim in every SEBI LODR + PIT Practitioner Certification lesson traces back to a Section, Rule, or judgment listed below.
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The full citation register
Every authority used in any lesson appears below. Click a row to expand the verbatim text.
SS-1 Board Meetings revised 1 Apr 2024 , ICSI SS-1 board meeting standard 01 Apr 2024
Plain summary: ICSI Secretarial Standard SS-1 on Meetings of the Board of Directors, revised edition effective 1 April 2024. Approved under Section 118(10) of Companies Act 2013 via MCA letter dated 2 January 2024. Key changes: director e-mode notice valid for entire FY; quorum clarified for board meetings; new provisions on pre-meeting document circulation. Mandatory compliance for every company.
ICSI Secretarial Standard SS-1 on Meetings of the Board of Directors revised edition effective 1 April 2024 sets mandatory requirements for convening and conducting board meetings including notice, agenda, quorum, resolutions, minutes and attendance under Section 118(10) of Companies Act 2013.
SS-2 General Meetings revised 1 Apr 2024 , ICSI SS-2 general meeting standard 01 Apr 2024
Plain summary: ICSI Secretarial Standard SS-2 on General Meetings, revised edition effective 1 April 2024. Approved under Section 118(10) of Companies Act 2013. Key changes: e-general-meeting requirements formalised; enhanced provisions on postal ballot and e-voting; alignment with post-COVID hybrid meeting practice.
ICSI Secretarial Standard SS-2 on General Meetings revised edition effective 1 April 2024 sets mandatory requirements for convening and conducting general meetings including notice, quorum, chairman, voting, resolutions, minutes and disclosures under Section 118(10) of Companies Act 2013.
ISF RPT Industry Standards 26 Jun 2025 , Minimum info for audit committee RPT approval 26 Jun 2025
Plain summary: SEBI notified the ISF Industry Standards on Minimum Information for RPT Approval on 26 June 2025. Audit committee backup papers for RPT approval must include: nature of transaction, tenure, arm-length justification, ordinary-course determination, valuation report where applicable, and the related party economic interest. Standardised across NSE and BSE listed entities.
The ISF Industry Standards on Minimum Information for RPT Approval notified by SEBI on 26 June 2025 specify the minimum information package the audit committee must have before approving any related party transaction under Reg 23(2) of LODR.
NSE SDD SOP 18 Oct 2024 , Quarterly SDD compliance certificate 18 Oct 2024
Plain summary: NSE Circular dated 18 October 2024 formalising Standard Operating Process for SDD compliance. Requires listed entities to file a quarterly SDD compliance certificate from Compliance Officer or Practising Company Secretary. This is an exchange-level administrative requirement; the PIT Regulation itself requires audit committee verification annually (Sch B Cl 4A from 2020 amendment). Do not conflate.
NSE Circular dated 18 October 2024 requires every listed entity to submit a quarterly SDD compliance certificate signed by the Compliance Officer or Practising Company Secretary confirming ongoing compliance with Reg 3(5) and Reg 3(6) of PIT Regulations 2015.
Infosys PIT Code (public) , Infosys Code of Conduct PIT 01 Jan 2024
Plain summary: Infosys Code of Conduct for Prevention of Insider Trading. Publicly available on the investor governance page. Reference case study for mature Indian IT services company operating PIT compliance. Pre-clearance thresholds, trading window mechanics, contra-trade cooling period, SDD workflow described in operative terms.
Infosys Code of Conduct for Prevention of Insider Trading is publicly published as part of its corporate governance disclosure. Used in this course as the mature Indian IT services baseline for a listed-entity PIT Code implementation.
Persistent Systems FY24 BRSR , DNV reasonable assurance provider 01 Jun 2024
Plain summary: Persistent Systems FY24 BRSR Report with DNV Business Assurance India as the reasonable-assurance provider. Public example of a top-150 listed entity that filed BRSR Core with reasonable assurance under SSAE 3410. Reference case study for the BRSR Core assurance workflow.
Persistent Systems Ltd FY24 BRSR Report published in June 2024 includes reasonable assurance from DNV Business Assurance India Ltd. Used in this course as a public example of the BRSR Core assurance workflow.
IiAS Voting Guidelines 2024-25 , Proxy advisor voting rulebook 31 Jul 2024
Plain summary: IiAS Voting Guidelines 2024-25 revised 31 July 2024. Institutional Investor Advisory Services covers approximately 800 companies representing over 95 percent of listed market cap. IiAS along with SES and InGovern are the operative proxy advisors that DIIs and FIIs rely on under the SEBI Stewardship Code.
IiAS Voting Guidelines 2024-25 revised on 31 July 2024 provide the operative rulebook that institutional investors rely on for voting on approximately 800 listed companies representing over 95 percent of market capitalisation.
FCRPL v SEBI SAT Feb 2024 , Generally available info definition 01 Feb 2024
Plain summary: FCRPL v SEBI, SAT February 2024. SAT held generally available information under Reg 2(1)(e) means information disseminated on the recognised stock exchange platform, not merely reported in print or electronic media. Foundation of the operational rule that UPSI ends on stock exchange disclosure, not media publication. Codified into Reg 2(1)(e) by the 17 May 2024 PIT amendment.
SAT in FCRPL held that information becomes generally available only when disseminated on the recognised stock exchange platform. Media reports do not constitute generally available information. The 17 May 2024 amendment codified this position by adding an explanation to Reg 2(1)(e).
Kunal Kashyap v SEBI 20 Jan 2025 , Connected person broad reading 20 Jan 2025
Plain summary: Kunal Ashok Kashyap v SEBI, SAT 20 January 2025. Upheld SEBI July 2021 order against Allegro Capital and Kunal Kashyap concerning the January 2018 Biocon-Sandoz announcement. SAT read connected person broadly to encompass professional and temporary business relationships, and reinforced the Reg 4(1) burden-shifting once connection is established.
SAT held in Kunal Ashok Kashyap that the definition of connected person under Reg 2(1)(d) is broad and covers professional and temporary business relationships that create access to UPSI. Once a person is shown to be a connected person and to have traded, the burden shifts to the accused to demonstrate that a Reg 4(1) defence applies.
Linde India v SEBI SAT 5 Dec 2025 , RPT aggregation doctrine 05 Dec 2025
Plain summary: Linde India Ltd v SEBI, SAT 5 December 2025. SAT upheld SEBI July 2024 whole-time-member order requiring Linde to test RPT materiality on aggregate basis across the financial year, not transaction-by-transaction. Set precedent under old Reg 23(1) that is preserved under the new Sch XII framework. Materiality is tested by cumulating all transactions with a related party across a financial year.
SAT held in Linde India that materiality of related party transactions under Reg 23(1) must be tested on an aggregate financial-year basis across all transactions with the same related party. Transaction-by-transaction testing that avoids the material RPT threshold is not permissible.
Section 15G insider trading penalty , Rs 25 crore or 3x profits cap 25 Aug 2014
Plain summary: Section 15G of SEBI Act 1992 (as amended by SEBI Amendment Act 2014). Penalty for insider trading: minimum Rs 10 lakh, maximum Rs 25 crore or 3 times profits made from insider trading, whichever is higher. Unchanged since the 2014 amendment. Section 24 provides parallel criminal liability up to 10 years imprisonment or Rs 25 crore or both.
Section 15G: If any insider who either on his own behalf or on behalf of any other person, deals in securities of a body corporate listed on any stock exchange on the basis of any unpublished price-sensitive information; or communicates any unpublished price-sensitive information to any person; or counsels, or procures for any other person to deal in any securities of any body corporate on the basis of unpublished price-sensitive information, shall be liable to a penalty which shall not be less than ten lakh rupees but which may extend to twenty-five crore rupees or three times the amount of profits made out of insider trading, whichever is higher.
SEBI Board 18 Dec 2024 , 208th Board Meeting UPSI alignment 18 Dec 2024
Plain summary: 208th SEBI Board Meeting dated 18 December 2024. Press Release No. 37/2024. Approved alignment of PIT UPSI definition with LODR Schedule III Part A material events. Implemented via PIT (Amendment) 2025 on 11 March 2025 effective 10 June 2025.
208th SEBI Board Meeting dated 18 December 2024 approved alignment of UPSI definition under PIT Regulation 2(1)(n) with the material events framework under LODR Schedule III Part A. Implemented via PIT Amendment 2025 gazetted 11 March 2025 effective 10 June 2025.
SEBI Board 12 Sep 2025 , 211th Board Meeting RPT revamp 12 Sep 2025
Plain summary: 211th SEBI Board Meeting dated 12 September 2025 chaired by Tuhin Kanta Pandey (SEBI Chairperson since 1 March 2025). Press Release No. 62/2025. Approved scale-based RPT materiality, subsidiary RPT audit committee jurisdiction expansion, omnibus RPT formalisation inside Reg 23, simplified disclosures for smaller RPTs. Implemented via LODR (Fifth Amendment) 2025 gazetted 18-19 November 2025.
211th SEBI Board Meeting dated 12 September 2025 approved a comprehensive revamp of the related party transactions framework under LODR Reg 23. Approved scale-based materiality (Schedule XII), expansion of audit committee jurisdiction to subsidiary RPTs, formalisation of omnibus approvals inside Reg 23, and simplified disclosures for smaller RPTs. Implemented via LODR Fifth Amendment 2025.
BRSR Core Assurance 12 Jul 2023 , BRSR Core phasing framework 12 Jul 2023
Plain summary: SEBI Circular dated 12 July 2023 introduced BRSR Core assurance framework. Phasing: Top 150 from FY 2023-24; Top 250 from FY 2024-25; Top 500 from FY 2025-26; Top 1,000 from FY 2026-27. Amended 28 March 2025 to "Data and Assessment or Assurance" widening provider ecosystem beyond assurance-only.
SEBI Circular dated 12 July 2023 introduced BRSR Core assurance for the top 150 listed entities from FY 2023-24, top 250 from FY 2024-25, top 500 from FY 2025-26, and top 1,000 from FY 2026-27. Amended by SEBI Circular dated 28 March 2025 renaming the requirement Data and Assessment or Assurance, permitting reasonable assurance or third-party assessment under Industry Standards Forum standards.
BRSR Core Recalibration 28 Mar 2025 , Assessment-or-Assurance framework 28 Mar 2025
Plain summary: SEBI Circular dated 28 March 2025 amended the BRSR Core requirement to "Data and Assessment or Assurance", permitting either reasonable assurance under ICAI SSAE 3410 or a third-party assessment under ISF standards. Widened provider ecosystem beyond CAs to include Company Secretaries, Cost Accountants and engineering assurance providers.
SEBI Circular dated 28 March 2025 renamed the BRSR Core requirement from reasonable assurance to Data and Assessment or Assurance, giving listed entities a choice between reasonable assurance under ICAI SSAE 3410 and a third-party assessment under Industry Standards Forum standards.
PAN Freeze Framework 5 Aug 2022 , Original automated trading window 05 Aug 2022
Plain summary: SEBI Circular SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 dated 5 August 2022. Original PAN-freeze framework for automated trading window closure. Initially top 200 companies; later extended in phases. Foundation of the automated PIT compliance layer at the depository.
SEBI Circular dated 5 August 2022 introduced the framework for automated implementation of trading window closure at depository level through PAN freeze. Originally applicable to top 200 listed companies by market capitalisation; extended in phases via SEBI Circular dated July 2023 to all listed companies for designated persons.
SCORES 2.0 launch 1 Apr 2024 , Investor complaint 21-day cycle 01 Apr 2024
Plain summary: SCORES 2.0 launched 1 April 2024. SEBI Complaint Redress System reworked. Complaint resolution timeline reduced from 30 to 21 calendar days. Auto-routing, auto-escalation to designated bodies. Listed entity receives complaint; must resolve within 21 days or face auto-escalation.
SCORES 2.0 launched by SEBI on 1 April 2024 provides a reworked investor complaint redress system. Complaint resolution timeline reduced from 30 to 21 calendar days. Auto-routing, auto-escalation and integration with Online Dispute Resolution.
Integrated Filing (Governance) 1 Mar 2025 , BSE + NSE single API filing 02 Jan 2025
Plain summary: BSE and NSE circulars dated 28 February 2025 introduced Integrated Filing (Governance) with effect from 1 March 2025. Single API-based filing consolidates Reg 13(3) investor complaints, Reg 27(2) CG report and select Reg 30 disclosures. Filing at either BSE Listing Centre or NSE Digital Portal mirrors to the other exchange automatically.
Integrated Filing (Governance) framework operative 1 March 2025 provides for single-window API-based quarterly filing across BSE and NSE, mirroring the submission across both exchanges automatically. Consolidates Reg 13(3), Reg 27(2) and applicable Reg 30 continual disclosures.
Reg 30 Industry Standards 25 Feb 2025 , Reg 30 SOP + Industry Standards Note 25 Feb 2025
Plain summary: SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25 dated 25 February 2025 endorses the Industry Standards Forum Note on Reg 30. Directs listed entities to codify an internal SOP that (a) defines credible and verifiable communication channels, (b) applies the 2 percent / 2 percent / 5 percent objective test for Para B events, (c) performs cumulative computation for pending litigations. Foundation of the modern materiality-committee workflow.
SEBI Industry Standards Note on Reg 30 dated 25 February 2025 requires every listed entity to adopt an internal SOP for material event assessment. The SOP shall address channels of communication, cumulative computation for pending litigations, and application of Sch III Part A quantitative thresholds to Para B events.
Trading Window Circular 21 Apr 2025 , Automated PAN freeze + relatives 21 Apr 2025
Plain summary: SEBI Circular SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55 dated 21 April 2025. Extended automated trading-window closure via NSDL / CDSL PAN freeze to immediate relatives of designated persons. Rollout: top 500 by market cap from 1 July 2025; all remaining listed companies from 1 October 2025. Company appoints a designated depository, uploads DP plus relatives list at least 2 trading days before closure, depository propagates freeze at least 1 trading day before blackout, freeze applies to equity plus derivatives across all identified demat accounts.
SEBI Circular dated 21 April 2025 extends the trading window closure framework under Clause 4 of Schedule B of the PIT Regulations. Trading window shall be automatically closed at the depository level via PAN freeze for the designated persons and their immediate relatives. Top 500 listed companies by market capitalisation with effect from 1 July 2025. All remaining listed companies with effect from 1 October 2025.
Reg 30 material events + Sch III Part A , Material event timelines 30 min / 12 hr / 24 hr 14 Jun 2023
Plain summary: Reg 30 recast by LODR (Second Amendment) 2023 gazetted 14 June 2023, effective 14 July 2023. Three disclosure timelines: 30 minutes from the close of board meeting where the decision was taken; 12 hours for events emanating from within the listed entity; 24 hours for events emanating outside. Sch III Part A materiality: an event is material if it exceeds any of (a) 2 percent of turnover per last audited consolidated financial statements; (b) 2 percent of net worth (except if net worth is negative); (c) 5 percent of average of profit before tax for last three audited consolidated financial statements. Fine and penalty disclosure thresholds post the LODR Third Amendment 2024: fine of at least Rs 1 lakh from a sectoral regulator or at least Rs 10 lakh from any other authority requires 24-hour disclosure.
Reg 30(6): The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than the following: (i) 30 minutes from the closure of the meeting of board of directors in which the decision pertaining to the event or information has been taken; (ii) 12 hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity; (iii) 24 hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity.
Reg 24A Secretarial Audit , Secretarial audit + ASCR post 3rd Amend 2024 12 Dec 2024
Plain summary: Reg 24A revamped by LODR (Third Amendment) 2024 gazetted 12 December 2024, operative 1 April 2025. Secretarial audit mandatory for every listed entity and its material unlisted Indian subsidiaries. Secretarial Auditor must be a Peer-Reviewed Company Secretary holding a valid ICSI peer-review certificate. Individual PCS: one term of 5 consecutive years. Firm: two terms of 5 years each. Five-year cooling off. Annual Secretarial Compliance Report (ASCR) filed with stock exchanges within 60 days of FY end in XBRL, signed by the Secretarial Auditor or a Peer-Reviewed PCS meeting Reg 24A(1A) / (1B).
Reg 24A(1): Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as prescribed under section 204 of the Companies Act 2013 read with the rules made thereunder, with the annual report of the listed entity. Reg 24A(1A): The secretarial auditor shall be a peer reviewed company secretary. Reg 24A(1B): The tenure of the secretarial auditor shall be for one term of five consecutive years in the case of an individual and two terms of five consecutive years in the case of a firm, subject to a cooling off period of five years.
Reg 23 RPT (post 5th Amend 2025) , RPT approval + scale-based materiality 18 Nov 2025
Plain summary: Reg 23 governs related party transactions of listed entities. Post the LODR (Fifth Amendment) 2025 (18-19 November 2025 gazette, Reg 23 / Sch XII effective 18 December 2025), the materiality threshold moved from the pre-existing flat cap (lower of Rs 1,000 crore or 10 percent of consolidated turnover) to a slab-based Schedule XII framework with an absolute cap of Rs 5,000 crore. Reg 23(2) requires audit committee prior approval for every RPT (no de minimis). Reg 23(4) requires disinterested shareholder approval for material RPTs; no related party may vote on the resolution irrespective of interest in the specific transaction. Reg 23(3) permits omnibus approvals valid for one year for recurring RPTs. Reg 23(5) exempts govt-govt, holding-WoS and inter-WoS transactions. Reg 23(2) audit committee jurisdiction extended to material subsidiary RPTs.
Reg 23(1): The listed entity shall formulate a policy on materiality of related party transactions. A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds the thresholds as specified in Schedule XII of these regulations, subject to an overall cap of rupees five thousand crore. Reg 23(2): All related party transactions and subsequent material modifications shall require prior approval of the audit committee of the listed entity. Reg 23(4): All material related party transactions and subsequent material modifications shall require prior approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.
Schedule XII slab materiality , Slab-based RPT materiality thresholds 18 Nov 2025
Plain summary: Schedule XII inserted by LODR (Fifth Amendment) 2025 sets scale-based materiality: turnover up to Rs 20,000 crore then 10 percent of consolidated turnover; turnover Rs 20,000 to 40,000 crore then Rs 2,000 crore plus 5 percent of turnover above Rs 20,000 crore; turnover above Rs 40,000 crore then Rs 3,000 crore plus 2.5 percent of turnover above Rs 40,000 crore. Absolute cap Rs 5,000 crore. Replaces the pre-existing flat lower-of-Rs 1,000-crore-or-10-percent test.
Schedule XII (as inserted by the LODR Fifth Amendment 2025 with effect from 18 December 2025) provides: For listed entities with annual consolidated turnover up to Rs 20,000 crore, the threshold for material RPTs is 10 percent of the consolidated turnover. For entities with turnover above Rs 20,000 crore up to Rs 40,000 crore, the threshold is Rs 2,000 crore plus 5 percent of the turnover exceeding Rs 20,000 crore. For entities with turnover above Rs 40,000 crore, the threshold is Rs 3,000 crore plus 2.5 percent of the turnover exceeding Rs 40,000 crore, subject to an absolute cap of Rs 5,000 crore.
LODR consolidated 22 Jan 2026 , SEBI LODR Regulations 2015 last amended 22 Jan 2026 22 Jan 2026
Plain summary: SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, consolidated version last amended 22 January 2026. Ten chapters (I to X) plus Schedules I to XII. Governs continuing disclosure and corporate-governance obligations of every entity that has listed equity, non-convertible debt, non-convertible redeemable preference shares, perpetual debt, securitised debt or units of a MF, InvIT or REIT on a recognised Indian stock exchange. Master Regulations amended eight times between June 2023 and January 2026.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended up to 22 January 2026. Applicable to every listed entity holding listed specified securities, listed non-convertible debt, listed non-convertible redeemable preference shares, listed perpetual debt, listed securitised debt, listed mutual fund units, listed InvIT or REIT units. Corporate-governance provisions of Regs 17 to 27 are subject to the Reg 15(2) small-company exemption and the Chapter VA HVDLE carve-out.
Reg 15 Applicability + 15(2) exemption , Applicability + small-company exemption 22 Jan 2026
Plain summary: Reg 15(1) applies LODR to listed entities. Reg 15(1A) applies HVDLE corporate governance to entities with listed non-convertible debt above the threshold (currently Rs 5,000 crore after the Jan 2026 amendment, up from Rs 1,000 crore in the March 2025 amendment). Reg 15(2) exempts small listed entities (paid-up equity capital up to Rs 10 crore AND net worth up to Rs 25 crore on the last day of the previous financial year) from Regs 17 to 27, Reg 46(2)(b)-(i) and Sch V Parts C, D, E. If either threshold is breached, corporate-governance provisions kick in within 6 months.
Reg 15(2)(a): The compliance with the corporate governance provisions as specified in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Reg 15(2)(b): where the provisions of the corporate governance requirements have become applicable, they shall continue to apply till such time the equity share capital or the net worth of such entity reduces and remains below the specified limit for three consecutive financial years.
Reg 17 Board of Directors composition , Board composition requirements 22 Jan 2026
Plain summary: Reg 17 sets board composition: optimum mix of executive and non-executive directors; at least one woman director; non-executive directors form at least half the board; independent directors form at least one-third if the chairperson is a non-executive non-promoter, or at least half if the chairperson is executive or a promoter. Top 1,000 listed entities (by market cap) must have at least one independent woman director. Top 2,000 must have at least six directors. Reg 17(1B) requiring separation of chairperson and MD/CEO for top 500 was OMITTED (not deferred) following the SEBI Board decision of 15 February 2022 and is now voluntary.
Reg 17(1): The composition of the board of directors of the listed entity shall be as follows: (a) board shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the board of directors shall comprise of non-executive directors; (b) where the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors; provided that where the regular non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors.
Reg 18 Audit Committee , Audit Committee composition + terms 22 Jan 2026
Plain summary: Reg 18 requires an Audit Committee of at least three directors, of which two-thirds must be independent directors. Chairperson must be an independent director. All members shall be financially literate; at least one shall have accounting or financial management expertise. Terms of reference under Reg 18(3) read with Sch II Part C include RPT review, statutory auditor engagement, quarterly financials review and internal audit oversight.
Reg 18(1): Every listed entity shall constitute a qualified and independent audit committee in accordance with the terms of reference, subject to the following: (a) the audit committee shall have minimum three directors as members; (b) two-thirds of the members of audit committee shall be independent directors and in case of a listed entity having outstanding SR equity shares, the audit committee shall only comprise of independent directors; (c) all members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise; (d) the chairperson of the audit committee shall be an independent director.
Reg 19 NRC + Reg 20 SRC + Reg 21 RMC , Committees mandatory below Audit Committee 22 Jan 2026
Plain summary: Reg 19 Nomination and Remuneration Committee: at least 3 non-executive directors, two-thirds independent, chairperson independent. Reg 20 Stakeholders Relationship Committee: chairperson independent, at least 3 directors, at least 1 independent. Reg 21 Risk Management Committee: mandatory for top 1,000 by market cap; at least 3 members, at least 1 independent, chairperson a board member.
Reg 19: NRC shall comprise of at least three directors, all of whom shall be non-executive directors and two-thirds shall be independent. Chairperson shall be independent director. Reg 20: SRC chairperson shall be non-executive director. Reg 21: RMC shall have minimum three members with majority of them being members of the board of directors, including at least one independent director. The Risk Management Committee shall meet at least twice in a year.
Reg 24 material subsidiary , Subsidiary governance + material sub tests 22 Jan 2026
Plain summary: Reg 24 defines governance-level "material subsidiary" as one whose income or net worth exceeds 20 percent of consolidated income or net worth of the listed entity in the immediately preceding accounting year. At least one independent director of the listed entity must sit on the board of every unlisted material Indian subsidiary. Reg 16(1)(c) has a separate 10 percent threshold for RPT-related material subsidiary definition. Practitioners refer to the 10 / 20 dual test.
Reg 24(1): At least one independent director on the board of directors of the listed entity shall be a director on the board of directors of an unlisted material subsidiary, whether incorporated in India or not. For the purposes of this provision, notwithstanding anything to the contrary contained in regulation 16, the term "material subsidiary" shall mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
Reg 25 Independent Directors , IDs databank + D&O top-1000 22 Jan 2026
Plain summary: Reg 25 governs independent directors. Every ID must register with the MCA Independent Directors Databank maintained by IICA and, unless exempted, clear the online proficiency test under the Companies (Creation and Maintenance of databank of Independent Directors) Rules 2019. Resignation before term end triggers a detailed reasons disclosure. Reg 25(10) mandates D&O insurance for all IDs of the top 1,000 listed entities by market capitalisation from 1 January 2022 (originally top 500 from 1 October 2018).
Reg 25(10): With effect from 1 January 2022, the top 1,000 listed entities by market capitalisation shall undertake Directors and Officers insurance (D and O insurance) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.
Reg 27 CG report + quarterly filing , Corporate Governance Report quarterly 22 Jan 2026
Plain summary: Reg 27(2) requires a quarterly Corporate Governance compliance report in the SEBI-specified format, filed with both stock exchanges within 30 days of end of quarter. Half-yearly Annex IV covers loans, guarantees, comfort letters and security provided to the promoter group. Reg 27(2) forms and Reg 13(3) quarterly investor complaint reports were consolidated into the Integrated Filing (Governance) framework from 1 March 2025.
Reg 27(2)(a): The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within 30 days from close of the quarter. Reg 27(2)(b): Details of all material transactions with related parties shall be disclosed along with the compliance report on corporate governance.
Reg 33 Financial Results timelines , Quarterly + annual financials 22 Jan 2026
Plain summary: Reg 33 sets financial results timelines. Quarterly (and year-to-date) standalone results within 45 days of end of quarter, except last quarter. Last-quarter and annual audited standalone plus consolidated results within 60 days of end of financial year. Consolidated results mandatory where subsidiaries or associates exist. SMEs may file half-yearly results. BSE FAQ circular 17 November 2025 clarifies applicability and timelines.
Reg 33(3)(a): The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within 45 days of end of each quarter, other than the last quarter. Reg 33(3)(d): The listed entity shall submit annual audited standalone financial results for the financial year, within 60 days from the end of the financial year along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion).
Reg 34 Annual Report + BRSR , Annual report contents + BRSR top-1000 22 Jan 2026
Plain summary: Reg 34 governs the annual report. Reg 34(2)(f) mandates the Business Responsibility and Sustainability Report (BRSR) for the top 1,000 listed entities by market capitalisation since FY 2022-23. Reg 34(3) prescribes annual report contents including balance sheet, profit and loss statement, cash flow statement, directors report, corporate governance report per Sch V, management discussion and analysis, and secretarial audit report.
Reg 34(2)(f): The annual report shall contain the following: business responsibility and sustainability report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as may be specified by the Board from time to time. This clause shall apply to the top 1000 listed entities based on market capitalisation.
LODR 2nd Amend 2023 (14 June 2023) , Reg 30 recast + rumour verification base 14 Jun 2023
Plain summary: LODR (Second Amendment) 2023 gazetted 14 June 2023, effective 14 July 2023. Notification No. SEBI/LAD-NRO/GN/2023/131. Recast Reg 30 disclosure timelines to 30 minutes / 12 hours / 24 hours; introduced Sch III Part A quantitative materiality thresholds (2 percent turnover, 2 percent net worth, 5 percent 3-year average PBT); introduced Reg 30(11) rumour verification framework.
SEBI (LODR) Second Amendment 2023 gazette 14 June 2023 effective 14 July 2023 substituted Reg 30 timelines and inserted quantitative materiality thresholds in Sch III Part A. Foundation of the modern disclosure regime that every subsequent 2024 to 2026 amendment builds on.
LODR Amend 2024 (17 May 2024) , Rumour verification MPM trigger 17 May 2024
Plain summary: LODR (Amendment) 2024 gazetted 17 May 2024. Notification No. SEBI/LAD-NRO/GN/2024/177. Moved rumour verification from any mainstream media rumour to a material price movement (MPM) objective trigger. Rollout: top 100 by market cap from 1 June 2024; top 250 by market cap from 1 December 2024.
The rumour verification obligation under Reg 30(11) shall be triggered only when a rumour causes a material price movement adjusted for Nifty or Sensex movement, and shall apply from 1 June 2024 to the top 100 listed entities and from 1 December 2024 to the top 250 listed entities by market capitalisation.
LODR 3rd Amend 2024 (12 Dec 2024) , Reg 24A revamp + Integrated Filing 12 Dec 2024
Plain summary: LODR (Third Amendment) 2024 gazetted 12 December 2024. Notification No. SEBI/LAD-NRO/GN/2024/218. Revamped Reg 24A Secretarial Audit (Peer-Reviewed PCS, 5-year tenure caps, XBRL ASCR, operative 1 April 2025). Reworked Reg 13(3) investor complaints and Reg 27(2) CG report into Integrated Filing (Governance) framework operative 31 December 2024. Reworked Reg 30(11) / (11A) response duties. Fine and penalty disclosure thresholds (Rs 1 lakh sectoral, Rs 10 lakh others) added.
SEBI (LODR) Third Amendment 2024 dated 12 December 2024 amended Regs 13, 24A, 27, 29, 30(11) / (11A). Secretarial audit provisions operative 1 April 2025. Reg 13 and 27 changes operative 31 December 2024.
LODR Amend 2025 (27 March 2025) , HVDLE Chapter VA + SME Reg 23 27 Mar 2025
Plain summary: LODR (Amendment) 2025 gazetted 27 March 2025. Notification No. SEBI/LAD-NRO/GN/2025/239. Inserted Chapter VA (Regs 62A-62Q) for HVDLE corporate governance at Rs 1,000 crore threshold (raised to Rs 5,000 crore by Jan 2026 amendment). Extended Reg 23 RPT to SME listed entities crossing Rs 10 crore paid-up equity or Rs 25 crore net worth from 1 April 2025.
The amendment inserted Chapter VA (High Value Debt Listed Entities) Regs 62A to 62Q, applying corporate-governance obligations to entities with outstanding listed non-convertible debt of Rs 1,000 crore or more. It also extended Reg 23 RPT provisions to SME listed entities crossing the paid-up equity capital of Rs 10 crore or net worth of Rs 25 crore thresholds, with effect from 1 April 2025.
LODR 5th Amend 2025 (18 Nov 2025) , Reg 23 recast + Sch XII slabs 18 Nov 2025
Plain summary: LODR (Fifth Amendment) 2025 gazetted 18-19 November 2025. Complete recast of Reg 23 RPT: replaced flat lower-of-Rs 1,000-crore-or-10-percent materiality with Schedule XII slab-based framework (10 percent up to Rs 20,000 crore turnover; Rs 2,000 crore plus 5 percent up to Rs 40,000 crore; Rs 3,000 crore plus 2.5 percent above; absolute cap Rs 5,000 crore). Reg 23 / Sch XII effective 18 December 2025 (30 days from gazette). Extended audit committee jurisdiction to material subsidiary RPTs. Formalised omnibus approvals inside Reg 23.
SEBI (LODR) Fifth Amendment 2025 gazetted 18-19 November 2025 recast Reg 23 and inserted Schedule XII. Slab-based materiality thresholds replace the pre-existing flat lower-of-Rs 1,000-crore-or-10-percent test. Absolute cap Rs 5,000 crore. Effective 18 December 2025.
LODR Amend 2026 (22 Jan 2026) , HVDLE Rs 5,000 cr + LoC removal 22 Jan 2026
Plain summary: LODR (Amendment) 2026 gazetted 22 January 2026. Notification No. SEBI/LAD-NRO/GN/2026/295. Raised HVDLE outstanding-debt threshold from Rs 1,000 crore to Rs 5,000 crore (roughly 89 entities drop out of Chapter VA). Narrowed Chapter VA to carve HVDLE RPTs under Reg 23 (except Reg 23(8) / (9)). Restructured Reg 39 / 40 investor services to require actual demat credit rather than Letters of Confirmation. Relaxed board vacancy timelines for regulator / court / trustee-nominated directors.
SEBI (LODR) Amendment 2026 gazetted 22 January 2026 raised the HVDLE threshold to Rs 5,000 crore of outstanding listed non-convertible debt. It also restructured investor services under Reg 39 / 40 (direct demat credit replacing Letters of Confirmation), narrowed Chapter VA to apply Reg 23 to HVDLE RPTs, and relaxed board vacancy timelines.
RHFL Anil Ambani 22 Aug 2024 , Rs 25 cr + 5-year ban 22 Aug 2024
Plain summary: SEBI Order dated 22 August 2024 in Reliance Home Finance Ltd matter. Rs 25 crore individual penalty on Anil Ambani, Rs 655 crore aggregate across 27 entities, 5-year debarment from securities market. Fraudulent scheme to divert RHFL funds via loans to promoter-linked conduit entities during FY19. Landmark RPT-driven enforcement case; template for how SEBI examines promoter-linked fund diversion under Reg 23 + PFUTP.
SEBI Order dated 22 August 2024 imposed Rs 25 crore penalty on Anil Ambani and 5-year debarment from the securities market for orchestrating a fraudulent scheme to divert funds from Reliance Home Finance Ltd via loans to promoter-linked conduit entities. Aggregate penalty across 27 entities Rs 655 crore.
Zee Entertainment Jan 2025 , Rs 30 lakh + Rs 58 lakh + Rs 60 lakh 01 Jan 2025
Plain summary: SEBI Adjudication Order dated January 2025 in Zee Entertainment Enterprises Ltd matter. Rs 30 lakh penalty on ZEEL, Rs 58 lakh on Punit Goenka, Rs 60 lakh on Subhash Chandra for LODR + PFUTP violations. Fresh show-cause notices issued after settlement rejection. Zee IIC report October 2024 cleared "no material irregularities" but SEBI proceedings continue.
SEBI Adjudication Order dated January 2025 imposed Rs 30 lakh penalty on Zee Entertainment Enterprises Ltd, Rs 58 lakh on Punit Goenka and Rs 60 lakh on Subhash Chandra for LODR and PFUTP violations. Zee Independent Investigation Committee report October 2024 concluded no material irregularities.
IndusInd Bank interim 28 May 2025 , Rs 19.7 cr impound derivatives 28 May 2025
Plain summary: SEBI Interim Order dated 28 May 2025 in IndusInd Bank matter. Restrained former MD and CEO Sumant Kathpalia, former Deputy CEO Arun Khurana, head of treasury Sushant Sourav, head of GMG operations Rohan Jathanna and CAO Anil Marco Rao from the securities market. Impounded approximately Rs 19.7 crore of notional gains. Executives sold IndusInd shares between 4 December 2023 and 10 March 2025 while allegedly aware of Rs 1,529 crore derivative-portfolio accounting discrepancy.
SEBI Interim Order dated 28 May 2025 restrained five senior IndusInd Bank executives from the securities market for insider trading based on advance knowledge of a Rs 1,529 crore derivative-portfolio accounting discrepancy. Impounded approximately Rs 19.7 crore of alleged unlawful gains.
HDFC merger HUF Jul 2025 , Rs 10 lakh PIT penalty 29 Jul 2025
Plain summary: SEBI Adjudication Order dated July 2025 in HDFC / HDFC Bank merger matter. Rs 10 lakh penalty on an individual (HUF trades in HDFC and HDFC Bank F&O on 1 April 2022 preceding merger announcement of 4 April 2022). Held to be trading while in possession of UPSI. Model case study on pre-announcement trading in a mega-merger.
SEBI Adjudication Order in the HDFC and HDFC Bank merger matter imposed Rs 10 lakh penalty on a HUF for trading in HDFC and HDFC Bank F&O on 1 April 2022, three trading days before the merger announcement of 4 April 2022. Held to be trading while in possession of UPSI.
Nucleus Software Sep 2025 , Rs 25 lakh PIT penalty 01 Sep 2025
Plain summary: SEBI Adjudication Order dated September 2025 in Nucleus Software Exports Ltd matter. Rs 25 lakh penalty on Anupam Gupta and Nitin Kumar Garg (cousin) for insider trading. PIT Reg 3, 4 plus SEBI Act. Case study on family-network UPSI leak.
SEBI Adjudication Order dated September 2025 imposed Rs 25 lakh penalty on Anupam Gupta and Nitin Kumar Garg for insider trading in Nucleus Software Exports Ltd shares. Trades traced to UPSI communication within family network.
Swan Corp Sep 2025 , Rs 2 lakh + Rs 30.25 lakh disgorgement 01 Sep 2025
Plain summary: SEBI Adjudication Order dated September 2025 in Swan Corp (formerly Swan Energy) matter. Rs 2 lakh penalty plus Rs 30.25 lakh disgorgement of unlawful gain on Rahul Sharma for contra trades in Swan Corp shares 1 September to 30 November 2023. Model contra-trade enforcement.
SEBI Adjudication Order dated September 2025 imposed Rs 2 lakh penalty and Rs 30.25 lakh disgorgement on Rahul Sharma for contra trades in Swan Corp shares during 1 September to 30 November 2023, violating Sch B Cl 10 of the PIT Regulations.
Adani clean chit 18 Sep 2025 , Hindenburg allegations dismissed 18 Sep 2025
Plain summary: SEBI final orders dated 18 September 2025 in Adani Group matter. Dismissed Hindenburg Research allegations after multi-year investigation. Applied substance-over-form doctrine while examining whether impugned transactions constitute RPTs under Reg 23. Reference case study on how a mega-cap responds to rumour plus short-seller cycle including Reg 30(11) rumour verification practice.
SEBI final orders dated 18 September 2025 in the Adani Group matter dismissed the allegations raised by the Hindenburg Research report and cleared the group of the specific violations alleged. The orders applied a substance-over-form doctrine to related party transaction analysis under Reg 23.
IEX interim order 15 Oct 2025 , Rs 173 cr impound PIT 15 Oct 2025
Plain summary: SEBI Interim Order dated 15 October 2025 in Indian Energy Exchange matter. Barred 8 individuals (Bhoovan Singh, Amar Jit Singh Soran, Amita Soran, Anita, Narender Kumar, Virender Singh, Bindu Sharma, Sanjeev Kumar). Impounded Rs 173.14 crore. Put-option positions in IEX during 21-28 July 2025 preceded CERC market-coupling order of 23 July 2025 which caused 29.6 percent price fall on 24 July 2025. Largest recent PIT interim by quantum.
SEBI Interim Order dated 15 October 2025 barred eight named individuals from accessing the securities market for insider trading in Indian Energy Exchange shares based on advance knowledge of the CERC market coupling order dated 23 July 2025. Impounded Rs 173.14 crore of alleged unlawful gains.
NDTV May 2026 , Reg 30 promoter loan disclosure 01 May 2026
Plain summary: SEBI Adjudication Order dated May 2026 in NDTV matter. Reg 30 disclosure lapses concerning promoter loan agreements. Reference case study on delayed disclosure of promoter-level events with impact on control.
SEBI Adjudication Order dated May 2026 in NDTV matter found Reg 30 disclosure lapses in relation to promoter loan agreements affecting management or control. Penalty imposed for delayed disclosure of material event.
Reliance Industries 24 Jun 2026 , Administrative warning DP monitoring 24 Jun 2026
Plain summary: SEBI Administrative Warning dated 24 June 2026 in Reliance Industries matter. No monetary penalty. Compliance officer and company secretary of RIL received administrative warning after SEBI found employee trading in RIL shares in July 2024 while in possession of UPSI, involving 2 employees plus immediate relative of a connected person. Observation that RIL monitoring of designated person compliance was inadequate. First-tier SEBI response before monetary escalation.
SEBI Administrative Warning dated 24 June 2026 issued to the compliance officer and company secretary of Reliance Industries Ltd for inadequate monitoring of designated person trading compliance under the PIT Code of Conduct. No monetary penalty. Warning issued as first-tier enforcement response.
Reg 2(1)(d) connected person , Connected person post 4 Dec 2024 04 Dec 2024
Plain summary: Reg 2(1)(d) defines connected person. Post the PIT (Third Amendment) 2024 gazetted 4 December 2024, deemed limbs expanded to include (a) immediate relatives; (b) a firm, or its partner or its employee in which a connected person is a partner; (c) any person sharing household or residence with a connected person. Retained deemed categories: holding / associate / subsidiary company; intermediary; investment company; trustee; banker; official / employee of a public financial institution; official / employee of a self-regulatory organisation; concerns of connected persons. Basis of the modern connected-person test that Kunal Kashyap SAT January 2025 upheld.
Reg 2(1)(d): connected person means (i) any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
Reg 2(1)(n) UPSI 16-item list , UPSI post 11 March 2025 amendment 11 Mar 2025
Plain summary: Reg 2(1)(n) defines UPSI post the PIT (Amendment) 2025 gazetted 11 March 2025 effective 10 June 2025. Expanded illustrative list from 5 items to 16 items and aligned with LODR Sch III Part A. The 16 items: financial results; dividends; capital structure change; M&A / de-mergers / acquisitions / delistings / expansion; KMP changes (except superannuation / end of term / statutory auditor / secretarial auditor resignation); rating changes (except ESG); fund raising; agreements impacting management or control; fraud or defaults; resolution / restructuring / one-time settlement; CIRP admission or approval; forensic audit initiation and receipt of final report; regulatory / enforcement action; litigation outcome; guarantees / indemnity / surety outside ordinary course; key licence grant, withdrawal, cancellation.
Reg 2(1)(n): unpublished price sensitive information means any information relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily include but not restricted to, information relating to the following: (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (v) changes in key managerial personnel, other than due to superannuation or end of term, and resignation of a Statutory Auditor or Secretarial Auditor; (vi) change in rating(s), other than ESG rating(s); (vii) fund raising proposed to be undertaken; (viii) agreements which may impact management or control; (ix) fraud or defaults by the company, its promoter, director, KMP, or arrest of KMPs / promoter / director; (x) resolution plan / restructuring or one-time settlement in relation to loans / borrowings from banks / financial institutions; (xi) admission of winding-up petition, initiation of CIRP or its approval / rejection; (xii) initiation of forensic audit for detecting mis-statement in financials, misappropriation or diversion of funds and receipt of final report thereof; (xiii) action initiated or orders passed by regulatory, statutory, enforcement authority or judicial body; (xiv) outcome of litigation or dispute which may have material impact; (xv) giving of guarantees, indemnity, surety for any third party outside normal course of business; (xvi) granting, withdrawal, surrender, cancellation or suspension of key licences or regulatory approvals.
Reg 3(5) + 3(6) SDD , Structured Digital Database + 2-day external UPSI 11 Mar 2025
Plain summary: Reg 3(5) requires every listed company, intermediary and fiduciary to maintain a structured digital database (SDD) capturing nature of UPSI, sender, recipient, PAN or other identifier. Not to be outsourced. Maintained internally with tamper-evident controls including time stamping and audit trails. Post PIT (Amendment) 2025 effective 10 June 2025, external UPSI (from outside the organisation) may be entered no later than 2 calendar days from receipt. Reg 3(6) prescribes minimum 8-year retention post-transaction; longer if under SEBI investigation.
Reg 3(5): The board of directors or head(s) of the organisation of every person required to handle unpublished price sensitive information shall ensure that a structured digital database is maintained containing the nature of unpublished price sensitive information and the names of such persons who have shared the information and also the names of such persons with whom information is shared under this regulation along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. Post 11 March 2025 amendment: entry of information, not emanating from within the organisation, in structured digital database may be done not later than 2 calendar days from the receipt of such information. Reg 3(6): The board of directors and the head(s) of the organisation shall preserve the database for a period of not less than eight years after completion of the relevant transactions.
PIT consolidated 12 March 2025 , SEBI PIT Regulations 2015 last amended 12 Mar 2025 12 Mar 2025
Plain summary: SEBI (Prohibition of Insider Trading) Regulations 2015, consolidated version last amended 12 March 2025 (following the Amendment Regulations notified 11 March 2025 effective 10 June 2025). No further PIT amendment traced between 12 March 2025 and 30 August 2026.
SEBI (PIT) Regulations 2015 as consolidated on 12 March 2025 comprise four chapters and three schedules. Chapter I Preliminary and definitions. Chapter II Restrictions on communication and trading. Chapter III Disclosures of holdings and trading. Chapter III-A Informant mechanism and reward. Chapter IV Code of Conduct. Schedule A Principles of fair disclosure. Schedule B Model Code of Conduct for listed companies. Schedule C Model Code for intermediaries. Schedule D Model Code for fiduciaries.
Reg 2(1)(e) generally available info , Generally available (post 17 May 2024) 12 Mar 2025
Plain summary: Reg 2(1)(e) defines generally available information post the PIT (Amendment) 2024 gazetted 17 May 2024. Information accessible to the public on a non-discriminatory basis. Explanation added: shall not include unverified event or information reported in print or electronic media. FCRPL v SEBI (SAT February 2024) held generally available means information disseminated on the stock-exchange platform.
Reg 2(1)(e): generally available information means information that is accessible to the public on a non-discriminatory basis. Explanation: For the removal of doubts, it is clarified that generally available information shall not include unverified event or information reported in print or electronic media.
Reg 3 communication of UPSI , Communication restrictions + legitimate purpose 12 Mar 2025
Plain summary: Reg 3(1) prohibits an insider from communicating UPSI to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. Reg 3(2) prohibits procurement of UPSI from an insider. Reg 3(2A) requires the board of directors to make a policy for determination of legitimate purposes as part of the Code of Fair Disclosure and Conduct. Reg 3(3) deems the UPSI recipient in a legitimate-purpose communication to be an insider.
Reg 3(1): No insider shall communicate, provide, or allow access to any unpublished price sensitive information, relating to a company or securities listed or proposed to be listed, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. Reg 3(2): No person shall procure from or cause the communication by any insider of unpublished price sensitive information, relating to a company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
Reg 4 trading + defences , Trading prohibition + Reg 4(1) defences 12 Mar 2025
Plain summary: Reg 4(1) prohibits an insider from trading in listed or to-be-listed securities when in possession of UPSI. Six defences under the proviso: off-market inter-se transfer between insiders both possessing same UPSI; block deal window with same-UPSI symmetry; statutory or regulatory obligation to carry out a bona fide transaction; ESOP exercise pursuant to pre-determined formula; trades under a Reg 5 trading plan; trades where the individual establishes the trading decision was made by another person not in possession of UPSI (Chinese wall defence). Reg 4(2) post the 4 December 2024 amendment restored a statutory presumption for connected persons: onus of showing UPSI possession rests with SEBI, but once trading plus connection is established, onus of showing a defence shifts to the accused.
Reg 4(1): No insider shall trade in securities that are listed or proposed to be listed on a stock exchange when in possession of unpublished price sensitive information: Provided that the insider may prove his innocence by demonstrating the circumstances including the following: (i) off-market inter-se transfer between insiders both possessing the same UPSI where trade decision was informed; (ii) block deal window mechanism with same-UPSI symmetry; (iii) transactions carried out pursuant to a statutory or regulatory obligation; (iv) trades pursuant to exercise of ESOPs, ADRs, GDRs and share warrants where exercise was pursuant to a pre-determined formula; (v) trades pursuant to a trading plan set up in accordance with Reg 5; (vi) trades where the individual or entity establishes that the trading decision was made by another person who was not in possession of UPSI.
Reg 6 initial disclosure , Initial disclosure + 7 days 12 Mar 2025
Plain summary: Reg 6 requires every promoter, member of promoter group, KMP and director of a listed company to disclose their holdings to the company in Form B within 7 days of appointment, becoming a promoter or becoming a KMP.
Reg 6(1): Every promoter, member of the promoter group, key managerial personnel and director of every company whose securities are listed on any recognised stock exchange shall disclose his holding of securities of the company as on the date of these regulations taking effect, to the company within thirty days of these regulations taking effect. Reg 6(2): Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter or member of the promoter group shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or becoming a promoter.
PIT 2nd Amend 2024 (25 Jun 2024) , Trading plan overhaul 25 Jun 2024
Plain summary: PIT (Second Amendment) 2024 gazetted 25 June 2024 effective 23 September 2024. Notification No. SEBI/LAD-NRO/GN/2024/184. Reg 5 trading plan overhaul: 120-day cool-off (from 6 months), 12-month minimum coverage removed, results black-out removed, +/-20 percent price bands introduced, 2 trading-day CO approval SLA.
SEBI (PIT) Second Amendment 2024 dated 25 June 2024 effective 23 September 2024 substantially overhauled Reg 5 trading plan mechanics reducing cool-off, removing minimum coverage period, removing black-out, permitting +/-20 percent price bands, and prescribing 2 trading-day compliance officer approval SLA.
PIT 3rd Amend 2024 (4 Dec 2024) , Connected person + relative expansion 04 Dec 2024
Plain summary: PIT (Third Amendment) 2024 gazetted 4 December 2024. Notification No. SEBI/LAD-NRO/GN/2024/215. Expanded connected-person deemed limbs to household, firm-partner, extended relatives. Inserted Reg 2(1)(hb) definition of "relative". Restored a statutory presumption for connected persons that Balram Garg SC had softened.
SEBI (PIT) Third Amendment 2024 dated 4 December 2024 expanded the definition of connected person under Reg 2(1)(d) to include persons sharing household or residence with a connected person, and a firm or its partner or employee in which a connected person is a partner. It also inserted Reg 2(1)(hb) defining relative more broadly than immediate relative.
PIT Amend 2025 (11 March 2025) , UPSI 16-item + SDD 2-day external 11 Mar 2025
Plain summary: PIT (Amendment) 2025 gazetted 11 March 2025 effective 10 June 2025. Notification No. SEBI/LAD-NRO/GN/2025/235. Expanded UPSI illustrative list to 16 items aligned with LODR Sch III Part A. Introduced 2 calendar-day SDD entry rule for external UPSI. Introduced trading-window carve-out for external UPSI (Sch B Cl 4). The single most consequential PIT amendment since 2018.
SEBI (PIT) Amendment 2025 dated 11 March 2025 effective 10 June 2025 expanded the illustrative list of UPSI to sixteen items aligned with LODR Sch III Part A material events, introduced a two-calendar-day rule for entry of external UPSI into the SDD, and introduced a trading-window carve-out for external UPSI.
Balram Garg v SEBI 19 Apr 2022 , Cogent evidence standard for PIT 19 Apr 2022
Plain summary: Balram Garg v SEBI, Supreme Court, 19 April 2022, 2022 SCC OnLine SC 496. Held circumstantial evidence (trading pattern plus family relationship) is insufficient to establish insider trading. SEBI must produce cogent evidence (emails, phone records, communications, witnesses) that UPSI was actually communicated to or possessed by the accused. Standard reference for the PIT burden-of-proof debate. Partly legislated around by the PIT Third Amendment 2024 which restored a presumption for connected persons.
The Supreme Court held that the mere fact of relationship or contact between the accused and a person having access to UPSI is insufficient to raise a presumption of insider trading. SEBI must adduce cogent, evidence-based material to demonstrate that UPSI was in fact communicated to or possessed by the accused. Trading in the vicinity of a material event, without more, does not establish insider trading.
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