SEBI (Prohibition of Insider Trading) Regulations, 2015
Summary
This part contains Chapter I Preliminary of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended up to March 12, 2025, made under section 30 read with section 11(2)(g) and section 12A(d) and (e) of the SEBI Act, 1992. It provides that the regulations may be called the SEBI (Prohibition of Insider Trading) Regulations, 2015 and shall come into force on the one hundred and twentieth day from the date of its publication in the Official Gazette. It defines Act, Board, compliance officer including the meaning of financially literate, connected person including deemed categories, generally available information and immediate relative. This part defines terms under Regulation 2 including insider, promoter, promoter group, proposed to be listed, relative, securities, specified, takeover regulations, trading, trading day and unpublished price sensitive information. It provides that insider means a connected person or any person in possession of or having access to unpublished price sensitive information and that relatives of a connected person are deemed connected persons on a rebuttable presumption. It lists sixteen categories ordinarily constituting unpublished price sen
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These regulations may be called the SEBI (Prohibition of Insider Trading) Regulations, 2015.
These regulations shall come into force on the one hundred and twentieth day from the date of its publication in the Official Gazette.
"Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
"Board" means the Securities and Exchange Board of India;
"compliance officer" means any senior officer, designated so and reporting to the board of directors or head of the organization in case board is not there, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the board of directors of the listed company or the head of an organization, as the case may be.
For the purpose of this regulation, "financially literate" shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows;
(i) any person who is or has been, during the six months prior to the concerned act, associated with a company, in any capacity, directly or indirectly, 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, whether temporary or permanent, with the company, that allows such a person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established, - (a) a relative of connected persons specified in clause (i); or (b) a holding company or associate company or subsidiary company; or (c) an intermediary as specified in section 12 of the Act or an employee or director thereof; or (d) an investment company, trustee company, asset management company or an employee or director thereof; or (e) an official of a stock exchange or of clearing house or corporation; or (f) a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or (g) a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or (h) an official or an employee of a self-regulatory organization recognised or authorized by the Board; or (i) a banker of the company; or (j) a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of a company or his relative or banker of the company, has more than ten per cent. of the holding or interest; or (k) a firm or its partner or its employee in which a connected person specified in sub-clause (i) of clause (d) is also a partner; or (l) a person sharing household or residence with a connected person specified in sub-clause (
It is intended that a connected person is one who has a connection with the company that is expected to put him in possession of unpublished price sensitive information. Relatives and other categories of persons specified above are also presumed to be connected persons but such a presumption is a deeming legal fiction and is rebuttable. This definition is also intended to bring into its ambit persons who may seemingly not occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company's operations. It is intended to bring within its ambit those who would have access to or could access unpublished price sensitive information about any company or class of companies by virtue of any connection that would put them in possession of unpublished price sensitive information.
"generally available information" means information that is accessible to the public on a non-discriminatory basis and shall not include unverified event or information reported in print or electronic media;
It is intended to define what constitutes generally available information so that it is easier to crystallize and appreciate what constitutes unpublished price sensitive information. Information published on the website of a stock exchange, would ordinarily be considered generally available.
"immediate relative" means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities;
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Source: SecMarx — SEBI (Prohibition of Insider Trading) Regulations, 2015. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.