SEBI Insider Trading Compliance — PIT Regulations 2015

SEBI (Prohibition of Insider Trading) Regulations 2015 — Regulation 2(1)(n) (definition of insider: person connected with company or in possession of UPSI), Regulation 2(1)(g) (UPSI: unpublished price sensitive information — financial results, dividends, M&A, material events before public disclosure), Regulation 3 (Code of Practices and Procedures for Fair Disclosure of UPSI — Schedule A — board must adopt; immediate public disclosure of UPSI), Regulation 4 (Code of Conduct — Schedule B — prevention of insider trading by all connected persons and designated persons), Regulation 6(2) (Structured Digital Database — SDD — mandatory from April 1 2019 per SEBI Circular SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23 2020; records of all persons who receive UPSI; non-tamperable; preserved for 8 years), Regulation 7 (disclosure of trades: Form C — initial disclosure within 7 days of becoming designated person; Form D — continual disclosure within 2 trading days of trade; Form E — annual holdings disclosure; triggers: trades ≥ ₹10 lakh aggregate per calendar quarter for designated persons; promoters: all trades within 2 days), Regulation 9 (trading window: mandatory closure during UPSI period — minimum 48 hours after UPSI becomes public before window opens; pre-clearance for trades above ₹10 lakh or threshold specified in Code), SEBI Act 1992 Section 15G (civil penalty: ₹25 crore or 3× profit whichever higher), Section 24 (criminal prosecution: 10 years imprisonment and/or fine)

Harun Raaj & Associates offers comprehensive SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) compliance services designed for listed companies and entities intending to list. Our team assists in adopting the mandatory Code of Practices and Procedures for Fair Disclosure of UPSI (Schedule A) and the Code of Conduct for Prevention of Insider Trading (Schedule B) as required under Regulation 3 and Regulation 4 respectively. We ensure your company's policies are aligned with the latest SEBI guidelines and are effectively implemented across the organization.

A key component of our service is the establishment and maintenance of the Structured Digital Database (SDD) under Regulation 6(2). We set up a robust, non-tamperable SDD to record all individuals receiving UPSI, with complete audit trail and preservation for the statutory period of 8 years. Our system ensures seamless compliance with SEBI Circular SEBI/HO/ISD/ISD/CIR/P/2020/135 and helps mitigate the risk of penalties under SEBI Act 1992.

We also manage the trading window and pre-clearance procedures in accordance with Regulation 9, ensuring that all trades by designated persons are conducted within permissible periods. Our compliance experts assist in the timely preparation and filing of Form C (initial disclosure), Form D (continual disclosure), and Form E (annual holdings) under Regulation 7, along with the identification of designated persons, promoters, and key managerial personnel who are subject to these disclosure obligations.

With a thorough understanding of the regulatory framework, including the definitions of insider (Regulation 2(1)(n)), UPSI (Regulation 2(1)(g)), and the penalty provisions under Section 15G and Section 24 of the SEBI Act, 1992, we provide ongoing monitoring and advisory support. Our services minimize compliance risk and ensure that your company operates within the legal boundaries set by SEBI.