flowchart TD
A["PIT Regulations, 2015 <br> (original)"] --> B["2018 Amendment <br> (Viswanathan Committee)"]
B --> C["2019 Amendments <br> (Informant Mechanism)"]
C --> D["2020 Amendments <br> (Code of Conduct refinements)"]
D --> E["Post-Amendment Regime"]
E --> F[Structured Digital Database]
E --> G[Informant Mechanism]
E --> H[Code of Conduct Schedules B and C]
E --> I[Trading Plan Refinements]
E --> J[Definitional Refinements]
E --> K[Disclosure Obligations]
E --> L[Inquiry on Leak]
%% Style
classDef dark fill:#004466,color:#ffffff,stroke:#ffcc00,stroke-width:3px,rx:10px,ry:10px;
class A,B,C,D,E,F,G,H,I,J,K,L dark;
12 Key Changes in PIT Amendment, 2020
ImportantLearning Objectives
By the end of this chapter, the reader will be able to:
- Trace the evolution of the SEBI (Prohibition of Insider Trading) Regulations, 2015 through the cluster of amendments effected between 2018 and 2020, and identify the policy concerns that drove each round of reform.
- Explain the structured digital database requirement introduced by Regulation 3(5) and Regulation 9A and its role in the forensic investigation of suspected leaks of unpublished price sensitive information.
- Describe the informant mechanism introduced by Chapter IIIA of the regulations in 2019, including the eligibility for reward, the procedure for submission of information, and the protections against retaliation.
- Identify the principal changes to the code of conduct under Schedule B (for listed companies) and Schedule C (for market intermediaries and fiduciaries) introduced by the 2018 and 2020 amendments.
- Apply the refined definitions of insider, connected person, immediate relative, and UPSI as they stand after the cumulative effect of the amendments, and evaluate the cumulative impact of the reforms on Indian insider trading practice.
12.1 Introduction
The SEBI (Prohibition of Insider Trading) Regulations, 2015, which had replaced the earlier 1992 framework, were themselves the subject of substantial amendment during the period from late 2018 to mid-2020. The amendments, popularly grouped under the label “PIT Amendment 2020” although they were notified across several distinct instruments, transformed the operation of the regime in three principal respects. They strengthened the forensic infrastructure available to the regulator and to listed companies, through the structured digital database requirement and the refined inquiry procedure on suspected leaks. They expanded the framework of retrospective enforcement, through the informant mechanism with monetary rewards. They refined the substantive prohibitions and the code of conduct in light of practical experience accumulated since 2015.
This chapter sets out the principal changes in coherent sequence. The treatment is organised by reform theme rather than by amendment instrument, because the practical effect of the amendments is more readily understood by reference to the substantive reforms they accomplished than by reference to the dates on which particular notifications were published.
The material in this chapter builds on the foundational treatment of the PIT regime in Chapter 10 and on the procedural and enforcement architecture in Chapter 11. The chapter that follows, Chapter 13, takes up the model code of conduct and trading initiatives in further detail. Chapter 14 examines the recent enforcement cases that have applied the post-2020 framework.
12.2 The Viswanathan Committee and the Reform Agenda
The principal source of the post-2018 reforms is the report of the Committee on Fair Market Conduct, chaired by Justice T.K. Viswanathan, submitted to SEBI on 8 August 2018. The Committee was constituted in August 2017 with a mandate to review the framework on insider trading and unfair trade practices. Its 2018 report contained a comprehensive set of recommendations that informed the subsequent rounds of amendment.
The principal reform themes the Committee identified included the need for stronger forensic infrastructure to support investigation of suspected leaks, the desirability of monetary incentives for the reporting of insider trading by informants, the refinement of the legitimate-purposes exception in Regulation 3(1), the strengthening of the code of conduct, the calibration of the trading plan mechanism, the clarification of the definition of UPSI, and the refinement of the disclosure obligations. Each of these themes was the subject of one or more of the amendment notifications that followed.
TipThe Reforms Reflect Two Decades of Enforcement Experience
The substantive content of the post-2018 reforms is, in large part, an attempt to address weaknesses in the framework that had become visible through enforcement experience between 2015 and 2018. The structured digital database responds to the difficulty of forensically reconstructing the flow of UPSI in cases of suspected leak. The informant mechanism responds to the limited visibility of insider trading from the regulator’s external surveillance perspective. The code of conduct refinements respond to specific patterns of evasion observed in enforcement cases. The reforms are, in this sense, an iterative response to the operational realities of insider trading enforcement.
12.3 The Structured Digital Database
The structured digital database, introduced by Regulation 3(5) and Regulation 9A and refined by the 2018 and 2020 amendments, is the most consequential single reform of the period. It transforms the forensic infrastructure available to listed companies and to the regulator in any case of suspected leak of UPSI.
NoteRegulation 3(5): Maintenance of the Structured Digital Database
Regulation 3(5) provides:
“The board of directors 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 authorised 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.”
The structured digital database has several distinctive features that warrant particular emphasis.
12.3.1 Coverage and Granularity
The database must capture every instance in which UPSI is communicated to or shared with any person. The database entries must include the nature of the UPSI (typically a brief description of the price-sensitive matter), the identity of the person sharing the UPSI, the identity of each person with whom the UPSI is shared, the date and time of sharing, and the PAN of each person.
The granularity of the requirement means that, for a complex transaction such as a merger, the database may contain many hundreds of entries reflecting communications among internal teams, advisers, regulators, lenders, and counterparties. The administrative burden of compliance is substantial, particularly for companies with active corporate transaction pipelines.
12.3.2 Non-Outsourcing and Internal Maintenance
The database must be maintained internally and cannot be outsourced. The provision is significant: it requires the listed company itself to invest in the technology and process infrastructure necessary to maintain a structured digital database of forensic quality. The database cannot be entrusted to an external service provider, including a registrar and transfer agent or a corporate compliance vendor.
12.3.3 Time Stamping and Audit Trail
The database must be maintained with adequate internal controls including time stamping and audit trails, sufficient to ensure that the database is non-tamperable. The forensic value of the database depends on the integrity of these controls. A database that can be modified after the event without leaving an audit trail provides limited forensic value in any subsequent investigation.
12.3.4 Retention Period
The database must be retained for a period of not less than eight years after completion of the relevant transactions. The retention period reflects the duration of investigative interest in the underlying transaction, which may include criminal proceedings, civil claims, and administrative inquiry over an extended period.
WarningThe Database Is the Single Most Consequential Operational Change
A practitioner observation worth emphasising is that the structured digital database is the single most consequential operational change introduced by the post-2018 reforms. In any subsequent investigation of a suspected leak, the database is the primary forensic record. A company that has maintained a comprehensive database can demonstrate, with time-stamped accuracy, who had access to the UPSI and when. A company that has maintained an incomplete or inadequately controlled database is, in effect, exposed in any investigation, and the inadequacies of the database become themselves a basis for adverse findings.
12.4 The Informant Mechanism
Chapter IIIA of the PIT Regulations, introduced by the SEBI (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 with effect from 17 September 2019, established the first formal informant mechanism in Indian securities market regulation. The mechanism is modelled on the United States Securities and Exchange Commission whistleblower programme established under the Dodd-Frank Act, 2010.
NoteThe Architecture of the Informant Mechanism
The mechanism is structured around four principal elements:
A voluntary information disclosure form (VIDF), through which any person may submit to SEBI original information relating to a violation of the insider trading regulations.
An Office of Informant Protection within SEBI, which receives and processes the VIDF, protects the identity of the informant, and recommends action to the appropriate enforcement department.
A reward of up to ten per cent of the monetary sanctions collected by SEBI as a result of the information, subject to a cap of ₹10 crore. The reward is paid only where the information leads to disgorgement, monetary penalty, or other monetary sanction of at least ₹1 crore.
Anti-retaliation protections, including confidentiality of the informant’s identity, immunity for the informant from disciplinary proceedings of the employer in respect of the disclosure, and remedies for any retaliatory action taken against the informant.
12.4.1 Eligibility for Reward
The informant mechanism is available to any person who voluntarily submits original information to SEBI through the VIDF. The information must relate to a violation of the insider trading regulations, must not be already in the possession of SEBI, and must lead to monetary sanctions of at least ₹1 crore. The informant must not be ineligible by reason of being a government employee acting in the course of employment, or having obtained the information through disclosures that are themselves the subject of independent obligations.
12.4.2 Confidentiality and Anti-Retaliation Protection
The Office of Informant Protection is required to maintain the confidentiality of the informant’s identity except in narrowly defined circumstances. The 2019 amendment introduced specific anti-retaliation protections, including the prohibition of any disciplinary action by the employer against the informant in respect of the disclosure and the availability of remedies before SEBI in the event of retaliation.
12.4.3 Initial Experience
The informant mechanism has been, in its first five years of operation, used relatively sparingly compared to its United States counterpart. The reasons include the cultural reluctance of Indian whistleblowers to come forward, the limited public awareness of the mechanism, and the relatively narrow scope of the eligibility criteria. SEBI has, however, granted rewards in a small number of cases, and the mechanism is likely to grow in significance as awareness develops.
TipThe Informant Mechanism Complements Rather Than Substitutes
The informant mechanism is best understood as a complement to, rather than a substitute for, SEBI’s other enforcement tools. Surveillance, market integrity reports from exchanges, complaints from market participants, and regulatory inspection continue to be the principal sources of insider trading cases. The informant mechanism adds a further channel that is particularly valuable for cases involving organised insider trading rings or systematic conduct that would otherwise escape external detection.
12.5 The Refined Code of Conduct
Regulation 9 of the PIT Regulations and the schedules attached to the regulations were substantially restructured by the 2018 amendments and further refined by the 2020 amendments. The post-amendment framework distinguishes between the code of conduct applicable to listed companies (Schedule B) and the code of conduct applicable to market intermediaries and fiduciaries (Schedule C).
12.5.1 Schedule B: Code of Conduct for Listed Companies
Schedule B sets out the minimum standards of the code of conduct that every listed company must adopt. The principal elements include:
NoteSchedule B: Principal Elements of the Listed Company Code
Identification and notification of designated persons, the persons within the company having access to UPSI, with periodic review of the list.
The trading window mechanism, prescribing periods during which designated persons may not trade, including a minimum closure of forty-eight hours after the announcement of UPSI to the market, and the closure during the period of preparation of financial results.
The pre-clearance requirement for trades by designated persons exceeding the prescribed threshold, requiring prior approval by the compliance officer.
The contra-trade restriction, prohibiting designated persons from entering into transactions that are opposite in direction within six months of an earlier transaction.
The initial and continual disclosure obligations of designated persons in respect of holdings and trading.
The handling of UPSI protocols, including need-to-know access, secure storage, and labelling.
The whistleblower mechanism for the reporting of suspected violations.
The consequences of violation, including disciplinary action, disgorgement, and reporting to SEBI.
12.5.2 Schedule C: Code of Conduct for Market Intermediaries and Fiduciaries
Schedule C applies to market intermediaries (including stock brokers, merchant bankers, and asset managers) and to fiduciaries (including auditors, legal counsel, and other persons handling UPSI in a professional capacity). The substantive content is parallel to Schedule B but adapted to the distinctive operational features of intermediaries and fiduciaries, including segregation of business functions, information barriers between functions, and trading restrictions on employees.
12.5.3 The Trading Window
The trading window is the principal mechanism by which the code of conduct prevents designated persons from trading during periods when UPSI is, or may shortly be, in their possession. The window is closed in advance of and after the announcement of UPSI, and during the preparation of financial results. The post-2020 framework requires the trading window to be closed for the whole period during which financial results are being prepared, including the period before the formal announcement of the closing of the financial year.
WarningTrading Window Closure for Financial Results: A Common Compliance Failure
A pattern observed in SEBI enforcement cases is the failure of designated persons to comply with the trading window closure during the preparation of financial results. The trading window must be closed not only after the financial results are announced but also during the period of preparation, which typically extends for several weeks before the announcement. Trading by designated persons during the preparation period is a clear violation of the code, and it is the kind of violation that the structured digital database makes readily detectable.
12.6 Trading Plan Refinements
The trading plan mechanism under Regulation 5 was refined by the post-2018 amendments to address concerns about the use of trading plans as a means of evading the trading prohibition. The principal refinements include:
NoteRefined Trading Plan Requirements
The trading plan must be for a period of not less than twelve months and must specify, for the duration of the plan, the trades to be made by reference to either specific dates or specific value or volume thresholds.
The trading plan must commence not less than six months after the public disclosure of the plan, allowing time for any UPSI in the insider’s possession at the time of submission of the plan to become generally available before trading commences.
The trading plan must not entail trading in the securities for the period beginning twenty days before the announcement of financial results and ending forty-eight hours after the announcement.
The trading plan, once approved by the compliance officer, is binding on the insider, and the insider may not trade outside the plan during its duration.
The cumulative effect of these refinements is to make the trading plan a substantive commitment of considerable duration, rather than a short-term mechanism for executing trades that the insider has already decided to make. The plan must be drafted with care, since the binding nature of the commitment exposes the insider to losses if market conditions change adversely during the plan period.
12.7 Definitional Refinements
The cluster of amendments refined several of the key definitions of the regulations, addressing ambiguities that had emerged through enforcement experience.
12.7.1 Definition of UPSI
The definition of unpublished price sensitive information in Regulation 2(1)(n) was refined to provide clearer guidance on the categories of information that are presumptively price-sensitive. The post-amendment list comprises financial results, dividends, change in capital structure, mergers and acquisitions and other transactions, and changes in key managerial personnel. The list is illustrative rather than exhaustive, and other information that is not generally available and is likely to materially affect the price of the securities will continue to be treated as UPSI.
12.7.2 Definition of Connected Person
The definition of connected person in Regulation 2(1)(d) was refined to capture a broader range of relationships giving rise to access to UPSI. The 2018 amendment expanded the deemed-connected-person categories under Regulation 2(1)(d)(ii) to include immediate relatives of connected persons, public servants exercising powers under specified statutes, employees of intermediaries, employees of self-regulatory organisations, and several other categories.
12.7.3 Definition of Immediate Relative
The definition of immediate relative in Regulation 2(1)(f) was refined to capture financial and emotional dependence as the test of relationship, rather than relying solely on the categories of relationships in the Companies Act, 2013. The definition now includes the spouse, parent, sibling, and child of the person, and any of these persons who is either dependent financially on the person or who consults the person on trading decisions.
12.7.4 Trading
The definition of trading in Regulation 2(1)(l) was refined to capture all forms of dealing in securities, including subscription, buying, selling, dealing, agreeing to subscribe, buy, sell, deal, exchange, transfer, hypothecate, or pledge. The breadth of the definition is intended to prevent the use of derivative or synthetic transactions to evade the prohibition.
12.8 Disclosure Obligations
The disclosure obligations under Chapter III of the regulations were refined by the post-2018 amendments to provide more comprehensive coverage of trading by insiders.
NoteDisclosure Obligations under Chapter III
Initial disclosure (Regulation 7(1)) — every promoter, member of the promoter group, designated person, and director of every company is required to disclose his or her holding of securities to the company within prescribed time of becoming a designated person.
Continual disclosure (Regulation 7(2)) — every promoter, member of the promoter group, designated person, and director is required to disclose any change in his or her holding of securities exceeding ₹10 lakh in value or such other value as may be specified, within two trading days of the transaction.
Disclosure by company (Regulation 7(3)) — the company is required to notify the stock exchanges of the disclosures received from designated persons.
Trading by designated persons during the trading window closure — additional disclosure obligations apply to any trading that may be permitted during the trading window closure under specified exceptional circumstances.
The threshold of ₹10 lakh in any calendar quarter for continual disclosure has been the subject of considerable practitioner attention. The threshold is applied at the level of each individual designated person and operates as a trip-wire for disclosure rather than as a permission to trade up to that amount.
12.9 The Inquiry on Suspected Leak
The 2018 amendments introduced, through Regulation 9A(5), a mandatory inquiry obligation in the event of any suspected leak of UPSI. The post-amendment framework requires:
NoteRegulation 9A(5): Inquiry on Suspected Leak
The board of directors of every listed company must formulate a written policy and procedure for inquiry in case of leak of unpublished price sensitive information or suspected leak. The policy must provide for the initiation of an inquiry in such cases, the responsibilities and powers of the inquiry, and the consequences of any finding of leak.
The company must report the action taken to SEBI promptly and must also report any specific information regarding the leak that may assist SEBI in investigating the matter.
The provision creates a self-policing obligation on the company itself. A listed company that becomes aware of a suspected leak cannot remain passive: it must initiate an inquiry, document the inquiry, and report the findings to SEBI. The provision draws on the structured digital database, which provides the forensic record on which any inquiry will rely.
12.10 Cumulative Impact
The cumulative impact of the post-2018 amendments has been substantial. The principal effects are summarised below.
12.10.1 Forensic Infrastructure
The structured digital database has transformed the forensic infrastructure available to listed companies and to the regulator. Cases of suspected leak that, before 2018, would have been difficult or impossible to investigate are now traceable through the database. The improvement is particularly visible in transaction-related leaks, where the database captures the multiple internal and external communications that any large transaction necessarily involves.
12.10.2 Detection through Informant Mechanism
The informant mechanism has added a further channel of detection that, while still developing, has begun to produce cases that would not otherwise have come to the regulator’s attention. The mechanism is likely to grow in significance over the coming years.
12.10.3 Compliance Cost
The cumulative compliance cost of the regime, including the structured digital database, the inquiry policies, the strengthened code of conduct, the disclosure obligations, and the trading plan procedures, is substantial. The cost falls particularly heavily on smaller listed companies that lack dedicated compliance infrastructure. SEBI has, in some cases, calibrated the requirements to take account of company size, but the basic obligations apply uniformly.
12.10.4 Substantive Standards
The substantive standards of insider trading liability have been refined but not fundamentally changed. The prohibition on trading while in possession of UPSI remains the core rule. The defences, the burden of proof, and the structure of tipper-tippee liability have been clarified rather than transformed.
TipA Mature Regime
The Indian PIT regime, after the cumulative effect of the post-2018 reforms, is now among the more sophisticated insider trading regimes globally. The combination of substantive prohibitions, forensic infrastructure, informant mechanism, and procedural framework places the Indian regime in the same broad category as the United States and the European Union frameworks. The continuing reform agenda, including possible further refinements to the trading plan mechanism and the legitimate-purposes exception, is one of refinement rather than fundamental restructuring.
12.11 Case Studies
12.11.1 Case Study 1: The Application of the Structured Digital Database in Recent Investigations
A pattern observable in SEBI enforcement orders since 2020 is the routine reliance on the structured digital database in establishing the access of suspected insiders to UPSI. In several cases, the database has provided the temporal and identity record that supports the inference of communication. In other cases, the inadequacy of the database maintained by the company has itself been the subject of adverse findings, including penalties on the company and on the compliance officer for failure to maintain the database to the standard required by Regulation 3(5).
The cumulative effect has been to embed the database in the operational compliance architecture of Indian listed companies. A compliance function that does not invest in the technology and process infrastructure of the database now operates substantially below the contemporary standard, and the consequences of any subsequent investigation can be severe.
Discussion Questions
- To what extent does the structured digital database shift the burden of proof in insider trading cases towards the suspected insider, by providing a near-comprehensive record of communications?
- What are the privacy and data protection implications of the database, and how should they be balanced against the regulatory benefit of comprehensive forensic records?
- How might the database be further refined to capture the increasingly digital and instant nature of contemporary communications, including messaging applications, video conferencing, and ephemeral messages?
12.11.2 Case Study 2: An Informant Reward Order
SEBI has, in a small number of cases since 2020, granted rewards to informants under Chapter IIIA of the regulations. While the names of the informants have been withheld in line with the confidentiality protections, the reasoned orders disclosing the rationale for the reward provide some insight into the practical operation of the mechanism.
The principal patterns observable in these orders include the relatively narrow factual scope of most rewarded disclosures (typically focused on a single suspected pattern of trading rather than on a broader programme of misconduct), the substantial role played by industry insiders or former employees in providing the disclosures, and the relatively high evidentiary threshold applied by SEBI before granting a reward. The mechanism is, in this sense, focused on cases where the informant has access to specific evidence that materially advances the investigation.
Discussion Questions
- How should SEBI calibrate the evidentiary threshold for reward, balancing the incentive to come forward against the risk of frivolous or speculative submissions?
- What lessons does the United States SEC whistleblower programme offer for the further development of the Indian informant mechanism?
- To what extent should the informant mechanism be expanded to cover violations of regulations beyond the PIT Regulations, including the FUTP Regulations and the LODR Regulations?
12.11.3 Case Study 3: Trading Window Failures Under the Refined Code of Conduct
A recurring pattern in SEBI enforcement orders since 2020 has been the prosecution of designated persons for trading during periods when the trading window was, or should have been, closed under the refined Schedule B. The cases include trades during the period of preparation of financial results, trades within the contra-trade restriction window of six months, and trades without obtaining pre-clearance in cases where pre-clearance was required.
The pattern reflects, in part, the increased visibility provided by the structured digital database and the strengthened reporting obligations under Regulation 7. It also reflects the continuing maturation of compliance practice in Indian listed companies, with the older norms of casual compliance giving way to more rigorous control by the compliance officer.
Discussion Questions
- To what extent should the regulator distinguish between deliberate and inadvertent trading window violations in calibrating the sanction?
- What features of the post-2018 framework are most likely to support continuing compliance improvement at smaller listed companies, where dedicated compliance infrastructure may be limited?
- How should the trading window mechanism evolve to accommodate the increasing pace of corporate disclosure under the LODR Regulations and the BRSR framework?
Summary
| Concept | Description |
|---|---|
| Reform Origins | |
| T.K. Viswanathan Committee, 2018 | The Committee on Fair Market Conduct, whose 2018 report contained the comprehensive set of recommendations that informed the post-2018 reforms |
| Reform Themes | Stronger forensic infrastructure, monetary incentives for informants, refined legitimate-purposes exception, strengthened code of conduct, calibrated trading plan, and clarified UPSI definition |
| 2018 Amendment | The principal amendment instrument that introduced the structured digital database, restructured the code of conduct, and refined several definitions |
| 2019 Third Amendment | The 2019 instrument that introduced Chapter IIIA and the informant mechanism with monetary reward of up to ₹10 crore |
| 2020 Amendment | The 2020 instruments that refined the code of conduct, the trading plan, and the disclosure obligations in light of operational experience |
| Structured Digital Database | |
| Structured Digital Database | Mandatory database of UPSI and persons with whom it has been shared, maintained internally with controls supporting forensic non-tampering |
| Regulation 3(5) | Statutory anchor of the structured digital database, requiring the maintenance of the database with the names, PANs, dates, and nature of UPSI shared |
| Non-Outsourcing Requirement | Requirement that the database be maintained internally and not outsourced to any external service provider |
| Time Stamping and Audit Trail | Internal control requirements, including time stamping and audit trails, sufficient to ensure non-tamperability of the database |
| Eight-Year Retention | Mandatory retention period of not less than eight years after completion of the relevant transactions, supporting subsequent investigation |
| Informant Mechanism | |
| Informant Mechanism (Chapter IIIA) | The framework introduced in 2019 enabling any person to submit original information to SEBI relating to insider trading violations |
| Voluntary Information Disclosure Form | The form through which an informant submits original information to SEBI, the procedural anchor of Chapter IIIA |
| Office of Informant Protection | The unit within SEBI that receives the VIDF, protects the informant's identity, and recommends action to enforcement |
| Reward up to ₹10 crore | Reward of up to ten per cent of monetary sanctions collected as a result of the information, capped at ₹10 crore, payable where sanctions are at least ₹1 crore |
| Anti-Retaliation Protections | Confidentiality of the informant's identity, immunity from disciplinary action, and remedies for retaliation, supporting the willingness to come forward |
| Code of Conduct and Trading Plan | |
| Schedule B Code of Conduct | Code of conduct applicable to listed companies, comprising designated person identification, trading window, pre-clearance, contra-trade, disclosure, UPSI handling, whistleblower, and consequences of violation |
| Schedule C Code of Conduct | Code of conduct applicable to market intermediaries and fiduciaries, parallel in substance to Schedule B with adaptations to operational features of intermediaries |
| Trading Window | Mechanism by which trading by designated persons is prohibited during periods of UPSI exposure, including the period of preparation of financial results |
| Contra-Trade Restriction | Prohibition on designated persons entering into transactions opposite in direction within six months of an earlier transaction |
| Pre-Clearance Requirement | Requirement of prior approval by the compliance officer for trades by designated persons exceeding the prescribed value threshold |
| Trading Plan Refinements | Calibrated trading plan mechanism with twelve-month minimum duration, six-month commencement delay, and twenty-day blackout before financial results |
| Definitional and Inquiry Reforms | |
| UPSI Definition Refinement | Refined illustrative list of UPSI categories, including financial results, dividends, capital structure changes, mergers and acquisitions, and KMP changes |
| Connected Person Refinement | Refined definition expanding deemed-connected-person categories to capture a wider range of relationships giving rise to access to UPSI |
| Immediate Relative Refinement | Refined definition based on financial dependence and consultation on trading decisions, rather than relying on the Companies Act, 2013 categories |
| Inquiry on Suspected Leak | Mandatory company-level inquiry on any suspected leak, with a written policy and procedure, and reporting to SEBI of the action taken |