📈 Securities Law

SEBI Regulations

The Securities and Exchange Board of India (SEBI) regulates securities markets, protects investor interests, and promotes orderly development of the securities market in India.

1992SEBI Act Enacted
SATAppellate Tribunal
LODRKey Listing Regulation
MumbaiHeadquartered

Major SEBI Regulatory Frameworks

LODR 2015

Listing Obligations & Disclosure Requirements

Governs listed companies' continuous disclosure obligations — quarterly results, board composition, related party transactions, corporate governance, and SEBI filings.

ICDR 2018

Issue of Capital & Disclosure Requirements

Regulates public issues (IPO, FPO), rights issues, bonus issues, preferential allotments, QIPs, and private placements. Covers DRHP filing with SEBI.

PIT 2015

Prohibition of Insider Trading

Prohibits trading in securities when in possession of Unpublished Price Sensitive Information (UPSI). Requires trading window closures and pre-clearance for insiders.

SAST 2011

Substantial Acquisition (Takeover Code)

Regulates acquisitions of shares/control in listed companies. Open offer mandatory when acquirer reaches 25% or acquires more than 5% in a year beyond 25%.

AIF 2012

Alternative Investment Funds

Regulates Category I (VCFs, angel funds), Category II (PE, debt funds), and Category III (hedge funds) AIFs. Minimum corpus ₹20 crore; min investor commitment ₹1 crore.

MF Regulations

Mutual Fund Regulations 1996

Governs establishment, registration, and operations of mutual funds. AMC, trustee, and custodian structure. Covers schemes, NAV, disclosure, and investor protection.

LODR — Listed Company Obligations

1
Board Composition Requirements
  • Independent Directors: ≥ 1/3rd of total board strength; ≥ 50% where Chairperson is executive
  • Women Directors: At least 1 woman director (independent for top 500 listed companies)
  • MD/CEO independence: MD or CEO cannot be Chairperson of the Board (top 500 listed companies)
  • Committees required: Audit Committee, NRC (Nomination & Remuneration), Stakeholders' Relationship Committee, Risk Management Committee (top 1000)
2
Financial Reporting Timelines
  • Quarterly results: Within 45 days of end of quarter (unaudited); 60 days for last quarter (audited)
  • Annual results: Within 60 days of financial year end
  • Annual Report: Within 21 working days of AGM
  • XBRL filing: Top 100 listed entities must submit financials in XBRL format
3
Related Party Transactions (RPT)
  • All RPTs require prior approval of Audit Committee
  • Material RPTs (exceeding ₹1,000 crore or 10% of annual consolidated turnover) require shareholder approval
  • No related party can vote on resolution approving their own RPT
  • Half-yearly disclosure of RPTs to stock exchanges within 21 days of end of half year
4
Insider Trading — Trading Window
  • Trading window closed for designated persons during UPSI periods (e.g., 48 hours before board meeting to 48 hours after public disclosure of results)
  • Structured Digital Database (SDD) must be maintained to log UPSI sharing
  • Pre-clearance required for trades above specified threshold value
  • Contra trade restriction: 6 months between purchase and sale (or vice versa) for designated persons

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LODR, insider trading, IPO process, takeover code — ask freely.

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