SEBICapital MarketsIndia
AMLEGALS / Services / SEBI
SEBI · Capital Markets

SEBI compliance and capital markets advisory

Listing obligations, insider trading prevention framework, substantial acquisition (takeover code) advisory, SEBI investigation response and capital markets enforcement defence.

Counsel that connects the technical, the commercial, and the legal, across ten offices in India.
SEBI Act
1992
LODR
Listing Compliance
PIT
Insider Trading
10
Offices
01

Listing obligations and disclosure requirements

  • SEBI (LODR) Regulations, 2015 compliance: periodic disclosures, material event reporting and corporate governance requirements.
  • Board composition, audit committee, nomination and remuneration committee and stakeholder relationship committee compliance.
  • Related party transaction approval framework under Regulation 23 LODR.
  • Annual secretarial compliance report and corporate governance report.
02

Insider trading prevention framework

  • SEBI (Prohibition of Insider Trading) Regulations, 2015 code of conduct and policy design.
  • Structured digital database maintenance and designated person trading window management.
  • UPSI identification, Chinese Wall procedures and information barrier protocols.
  • Pre clearance mechanism, contra trade restrictions and trading plan implementation.
03

Takeover code and substantial acquisition

  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 trigger analysis.
  • Open offer structuring, pricing and timeline management.
  • Exemptions from open offer obligations (inter se transfer, buy back, preferential allotment).
  • Voluntary delisting offer strategy under SEBI (Delisting of Equity Shares) Regulations, 2021.
04

How AMLEGALS assists

  • SEBI compliance framework design for listed entities, intermediaries and market infrastructure institutions.
  • SEBI adjudication and SAT proceedings.
  • IPO, rights issue and preferential allotment regulatory compliance.
  • Insider trading investigation defence and consent settlement.
Answers

What clients ask before they commit.

Short, direct, on the record.

01What are the penalties for insider trading in India?

SEBI can impose a penalty of INR 25 crore or three times the profit (whichever is higher) under Section 15G of the SEBI Act. Additionally, insider trading is a criminal offence under Section 24 of the SEBI Act, punishable with imprisonment up to 10 years and fine up to INR 25 crore.

02When does a takeover code open offer obligation arise?

An open offer is triggered when an acquirer (along with persons acting in concert) acquires shares or voting rights that take the aggregate holding to 25% or more, or acquires more than 5% in a financial year if already holding 25% or more. Indirect acquisitions can also trigger the obligation.

03What is the consent settlement mechanism with SEBI?

SEBI (Settlement Proceedings) Regulations, 2018 allow entities to settle proceedings (other than serious fraud or market manipulation) by paying a settlement amount. The process involves an application, evaluation by the High Powered Advisory Committee and SEBI order.

04Does SEBI regulate unlisted companies?

SEBI does not directly regulate unlisted companies except in specific contexts: securities issuance (private placement regulations), insider trading (UPSI provisions can apply to unlisted companies whose securities are proposed to be listed), and intermediary registration requirements.

Engage AMLEGALS

Discuss SEBI compliance or capital markets advisory

Share the entity type, registration or listing context and the specific regulatory matter for a confidential assessment.

Get in Touch[email protected]
Engagements are conducted under attorney work product and privilege.