Capital markets and securities
Listed companies, intermediaries, brokers, investment advisers and investors operate under the SEBI Act and the regulations made under it, with enforcement beginning in a show-cause notice and appeal lying to the Securities Appellate Tribunal.
Reviewed
What this covers
- SEBI enforcement proceedings and show-cause notices
- Insider trading investigations and appeals to the Securities Appellate Tribunal
- Defence of securities fraud and market manipulation proceedings
- Listing compliance and LODR obligations
- Takeover Code and open offer questions
- Delisting proceedings and exemption applications
- Investor grievance and arbitration proceedings
- Disclosure obligations and continuous listing compliance
The notes behind these capabilities
A show-cause notice from the Securities and Exchange Board of India (SEBI) can end in an adjudication order under section 15-I of the Securities and Exchange Board of India Act, 1992 (SEBI Act) or in a settlement. The notice allows at least fourteen days for a reply under the 1995 inquiry rules, and the penalty is then fixed within sections 15A to 15HB, having regard to section 15J. An application to settle is considered only if made within sixty days of service of the notice (regulation 4 of the Settlement Proceedings Regulations, 2018), with the amount worked out under Schedule II. An order is appealed to the Securities Appellate Tribunal (SAT) within forty-five days under section 15T, and a SAT order to the Supreme Court within sixty days under section 15Z.
The threshold for a material related party transaction now rises with the size of the listed entity
From 19 December 2025 a related party transaction of a listed entity is material, and needs the prior approval of shareholders, only above a threshold that rises with the entity's annual consolidated turnover. Schedule XII to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) sets it at 10 per cent of turnover up to INR 20,000 crore, then on a sliding scale to a ceiling of INR 5,000 crore. The fixed ceiling it replaced was INR 1,000 crore, so the higher materiality threshold reaches only entities with turnover above INR 10,000 crore.
Three clocks run under Regulation 30, and the shortest one starts when the board meeting closes
Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is usually read as a list of events. It is better read as a set of clocks. Three of them run at different speeds: thirty minutes from the close of a board meeting for what the board decided, twelve hours for an event that came from inside the company, and twenty four hours for one that came from outside it. A fourth clock, the rumour clock, no longer starts when a newspaper prints something; since the 2024 amendment it starts when the price moves. Each clock has a different starting point, and the starting point, not the length, is where most of the compliance risk sits.
Reference
Regulators in this sector
Forums
Practice areas that apply
- Boardroom and corporate
- Transaction advisory
- Capital markets
- Banking, SARFAESI and DRT
- Insolvency
- Civil disputes
- PMLA
- Technology, data and product
- Taxation and fiscal
- White-collar and cyber defence
- AI, data and emerging technology
- Cyber crime
- Money recovery
- Foreign exchange (FEMA)
- Prevention of sexual harassment (POSH)
- GST disputes
Advocates in this sector
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