The SEBI (Prohibition of Insider Trading) Regulations, 2015 are a key safeguard against the misuse of Unpublished Price Sensitive Information (UPSI). At the heart of this compliance framework is the Compliance Officer.

This role isn't just about ticking boxes — it’s about upholding market integrity, investor trust, and ethical conduct.

Here’s what a Compliance Officer typically oversees:

1. Record Management
Maintains structured digital records of designated persons, their immediate relatives, and key managerial personnel — including securities holdings and trades.

2. Policy Enforcement
Handles disclosures, pre-clearance requests, and trading window controls.

3. UPSI Monitoring
Ensures proper use and access to UPSI, records violations, and maintains investigation logs.

4. Trade Surveillance
Monitors trading patterns, approves plans, and manages exceptions under emergency conditions.

5. Code of Conduct Implementation
Develops the Insider Trading Code, runs training programs, and reports violations to the Board and exchanges.

In the absence of a Board, the Head of the organisation steps in as the responsible officer.

Why it matters:

With solid knowledge of securities law, regulatory insight, and unwavering integrity, a Compliance Officer ensures transparency and trust in capital markets.

Staying aligned with SEBI’s PIT guidelines is not just compliance — it’s a commitment to good governance.

When it comes to preventing insider trading, the role of the Board of Directors is not just supervisory - it is strategic.

Under SEBI’s Prohibition of Insider Trading (PIT) Regulations, 2015, the Board is responsible for implementing a governance framework that ensures transparency, accountability, and fairness in securities trading.

Key Responsibilities of the Board:

• Code Oversight
  Approve and publish the Code of Fair Disclosure and Code of Conduct, detailing how UPSI is to be handled and disclosed.
• Legitimate Purpose Policy
  Define what constitutes a “legitimate purpose” for sharing UPSI, ensuring it is not used to bypass regulations.
• Internal Controls
  Ensure structured digital databases (SDDs) are maintained with proper time stamps and audit trails, and are not outsourced.
• Confidentiality Agreements
  Mandate non-disclosure and confidentiality agreements for all parties who have access to UPSI.
• Enforcement and Inquiry
  Approve policies for investigating UPSI leaks and oversee the creation of procedures for handling violations.

Bottom Line:

The Board must foster a culture and system that protect sensitive information and promote ethical behavior across the organization.

Good governance begins at the top — and in the context of SEBI PIT compliance, it is the Board that sets the tone.

SEBI PIT Regulations Board Of Directors Governance  Insider Trading UPSI

• Not every insider wears a company badge. In the eyes of SEBI, a Connected Person is anyone — past or present — who had access to Unpublished Price Sensitive Information (UPSI), whether through official designation or indirect association.
• But what qualifies someone as “connected”?
  • Worked with or advised the company within the last 6 months
  • Contractual, employment, fiduciary, or business relationships
  • Regular communication with key personnel
  • Even friends or relatives consulted before trading
  The list extends to:
  • Immediate relatives (spouse, parents, children, financially     dependent members)
  • Holding companies, subsidiaries, trustees, asset managers,     mutual fund officials
  • Anyone with 10%+ beneficial interest in an entity linked to the     company
  Here’s the kicker: You don’t need a company email to be considered connected. If you have access — even indirectly — SEBI may consider you connected.
• Why this matters: The PIT Regulations cast a wide protective net around UPSI, ensuring that trading advantages can’t be gain even through indirect channels. This isn’t just legal language — it’s awake-up call for professionals across industries. If you’re close to the information, play by the rules. SEBI Insider Trading Connected Person Corporate Governance Capital Markets PITR egulations     

Ethics in business don’t just emerge —they’re designed.

Under SEBI’s PIT Regulations, every listedcompany must establish a Code of Conduct to regulate, monitor, andreport trading by Designated Persons and their immediate relatives.

But this is far more than a policy document.

What’s inside the Code?

• Who qualifies as a Designated Person
• Guidelines for trading windows, pre-clearance, and contra     trades
• Roles of compliance officers in surveillance and disclosures
• Disciplinary procedures for violations
• Awareness and training programs to sensitise insiders

Pro tip: A well-drafted Code doesn’t just reduce risk — it reinforces a culture of integrity.

The Code must be practical, dynamic, and tailored to the organisation’s structure and risk exposure. It’s approved by the Board and enforced with the help of the Compliance Officer.

In a fast-moving market, companies can’t afford to wait for red flags. This Code is your first line of defence — and your foundation for transparency.

SEBI Code Of Conduct Insider Trading Compliance Culture Corporate Integrity PIT Regulations

You’ve likely heard the term UPSI —but do you really know what falls under it?

UPSI, or Unpublished Price Sensitive Information, is the heartbeat of SEBI’s insider trading framework. It includes any non-public information that can significantly impact a company’s share price once disclosed.

Examples of UPSI:

• Financial results (quarterly/annual)
• Mergers, acquisitions, or demergers
• Key managerial changes
• Delisting, buybacks, or fundraising decisions
• Credit rating changes
• Major litigation, audits, or regulatory actions

It even includes arrests or fraud involving directors, promoters, or subsidiaries — in India or abroad.

Why does it matter?
Because trading based on UPSI gives an unfair edge — eroding market fairness, investor trust, and company reputation.

SEBI mandates that access to UPSI must be strictly controlled, shared only for legitimate purposes, and tracked using a structured digital database (SDD).

Think of UPSI as a vault — and every individual with access must be vetted, tracked, and accountable.

Transparency isn’t just about what’s shared— it’s about how and when.

UPSI SEBI Regulations Insider Trading Capital Markets Transparency Ethical Business

Information is power — and how it’s shared can make or break market fairness.

To ensure equal access to market-moving data, SEBI mandates every listed company to formulate a Code of Fair Disclosure. This isn’t just a regulatory lip service — it’s a clear blueprint for transparency.

What does the Code require?

• Timely and uniform disclosure of Unpublished Price Sensitive     Information (UPSI)
• Clear policy on “legitimate purposes” for sharing UPSI
• Guidelines for analysts’ meets, investor calls, and press     releases
• Fair handling of inquiries from shareholders or the media

Think of this Code as your PR meets compliance manual. It ensures that no select group — not even investors, analysts, or the media — receives preferential access.

It must be:

Publicly available on the company’s website
Disclosed to stock exchanges
Reviewed and updated regularly

Why it matters: A transparent disclosure culture inspires investor confidence and keeps your company off SEBI’s radar, for all the right reasons.

As markets evolve, how you communicate is as critical as what you disclose.

Fair Disclosure SEBI Investor Relations Corporate Transparency PIT Regulations Capital Markets

Post Title: LODR vs PIT – What’s the difference and why it matters?

Ever wondered how SEBI ensures fairness in markets? Two of its most powerful tools are LODR and PIT regulations. While they sound technical, understanding them is essential for anyone working with listed companies.

LODR– Listing Obligations and Disclosure Requirements:
This regulation ensures timely and accurate disclosures to the public. Financial results, board decisions, mergers, dividends – everything that can impact a company’s stock price must be shared transparently with all investors at the same time.

PIT– Prohibition of Insider Trading:
This regulation prevents anyone with Unpublished Price Sensitive Information(UPSI) from trading. It applies to employees, consultants, auditors – even close relatives of insiders. PIT ensures that no one uses “privileged” information for unfair gains.

In essence

• LODR is about sharing information fairly.
• PIT is about preventing misuse before it’s shared.

Together, they form a strong barrier against insider trading and promote a level playing field for all investors.

If you’re a compliance officer, company secretary, or legal professional, knowing the interplay between these two is not just helpful, it’s critical

Post Title: Non-compliancewith Insider Trading rules? It’s costlier than you think.

Insider trading isn't just unethical — it’s illegal. Under SEBI’s Prohibition of Insider Trading (PIT)Regulations, 2015, the penalties can be severe.

What can happen if you violate PIT regulations?

• Market ban – You could be barred from trading in the securities market.
• Hefty monetary penalties – Minimum ₹10 lakhs, up to ₹25 crore or 3x the profit made — whichever is higher.
• Imprisonment – Up to 10 years under Section 24 of the SEBI Act.
• Disgorgement of any unlawful gain or loss avoided.
• Reputation damage – Public disclosures of violations are mandatory.

Recent cases show that even senior leadership isn’t immune. Companies are expected to report defaults, maintain a code of conduct, and have proactive compliance frameworks.

Moral of the story?
If you’re a Designated Person, Compliance Officer, or KMP (Key Managerial Personnel), staying compliant isn’t optional. It’s your name, your career, and your company’s credibility on the line.

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Post Title: How SEBI uses AI to catch insider trading – A look at IMSS

Insider trading has evolved — and so has SEBI.

Enter IMSS: SEBI’s Integrated Market Surveillance System. It’s a real-time AI-driven monitoring engine that scans millions of trades to identify suspicious patterns across listed securities.

Under Regulation 11 of the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992,IMSS:

• Uses AI & data analytics to detect insider trading  and market manipulation.
• Flags indirect trading routes like shell companies, friends, or intermediaries.
• Works 24/7 to spot abnormal behavior before it becomes a  headline

Example:
A compliance officer once leaked UPSI to a friend, who traded on it. The link was traced through trading patterns, and SEBI imposed a trading ban and financial penalties.

Surveillance is no longer manual — it’s automated, predictive, and precise. That’s the future of market regulation.

Post Title: DesignatedPersons – You’re under the lens. Here's what you must (and must NOT) do.

If you’re labelled a Designated Personunder SEBI PIT Regulations, you carry a higher burden of compliance. Why?Because your role likely gives you access to Unpublished Price SensitiveInformation (UPSI).

Do’s:

• Disclose trades and holdings regularly.
• Keep SEBI informed about your immediate relatives and material relationships.
• Trade only when the trading window is open.
• Pre-clear your trades and submit updates, even if not executed.
• Educate your family members about these rules.

Don’ts:

• Don’t trade when in possession of UPSI.
• Don’t trade without pre-clearance.
• Don’t disclose UPSI casually – even to friends or family.

Pro tip: When in doubt, don’t trade.

Designated Persons are expected to be the gatekeepers of fair play. A single lapse can attract regulatory heat and reputation loss.

Post Title: Blow the whistle, change the game – SEBI’s reward policy for insider trading informants

Did you know SEBI can reward you up to ₹10crore for reporting insider trading?

Under its Informant Mechanism, SEBI encourages individuals to anonymously report insider trading violations— even if they’re not employees.

To qualify:

• The tip must be original and credible.
• It should lead to a successful enforcement action.
• The information should be less than 3 years old.

If all conditions are met, you’re eligible for a whistleblower reward, even if you wish to stay anonymous.

This is SEBI’s way of saying: See something? Say something.

Insider trading damages trust. This policy empowers those on the inside to protect market integrity and get rewarded for it.