[Analysis] Proposed SEBI Amendments to Insider Trading Regulations—Redefining’ Connected Person’ and ‘Relative’

The new definition of 'connected person' in the SEBI (Prohibition of Insider Trading) Regulations, 2015, broadens its scope to include partners and employees of firms where a connected person is a partner, individuals acting on the advice or instructions of a connected person, corporate entities directed by officials acting on such advice, persons sharing a household with a connected person, and those in significant financial relationships due to employment or frequent transactions. Additionally, Hindu Undivided Families (HUFs) where the Karta or any member is a connected person are included. The term 'relative' is redefined to align with the Income Tax Act, 1961, encompassing the spouse, siblings, siblings of the spouse, siblings of parents, any lineal ascendant or descendant of the individual or spouse, and the spouses of these relatives.

Table of Contents

1. Introduction
2. Present Definition of ‘Insider’ and ‘Connected Person’ Under PIT Regulations
3. Why is SEBI considering Changing the Definition of ‘Connected Person’?
4. Proposed Redefinition of ‘Relative’ in PIT Regulations to Align with Income Tax Act, 1961
5. What are the Proposed Changes to the Definition of ‘Connected Person’?
6. Retention of ‘Immediate Relative’ Definition for Disclosures and Continuance of Ease of Doing Business
7. Implications of SEBI’s Proposed Changes to the ‘Connected Person’
8. Conclusion

1. Introduction

On July 29th, 2024, the Securities and Exchange Board of India (SEBI) released a consultation paper suggesting amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015. These proposed changes aim to refine the definition of ‘connected person’ to enhance the regulation’s scope without increasing compliance burdens. This paper details significant adjustments, such as replacing ‘immediate relative’ with ‘relative’—defined under the Income Tax Act, 1961—and broadening the categories deemed connected persons. These amendments are intended to fortify insider trading regulations by encompassing a broader range of potential links to unpublished price-sensitive information[1] (UPSI).

2. Present Definition of ‘Insider’ and ‘Connected Person’ Under PIT Regulations

Under regulation 2(1)(g) of the PIT Regulations, an insider is defined as any person who is either:

• a connected person; or
• in possession of or having access to Unpublished Price Sensitive Information (UPSI).

Additionally, regulation 2(1)(d) describes a ‘connected person’ as someone linked to a company in a manner that likely places them in possession of, or grants them access to, UPSI. This includes individuals who may not hold any official company position but are regularly in contact with company officers and the company itself.

3. Why is SEBI considering Changing the Definition of ‘Connected Person’?

SEBI has noted instances where individuals not explicitly defined as ‘connected persons’ access UPSI through close associations with those who are. This accessibility could potentially lead to insider trading, prompting SEBI to consider amending the definition under the PIT Norms to cover such instances.

4. Proposed Redefinition of ‘Relative’ in PIT Regulations to Align with Income Tax Act, 1961

SEBI plans to replace ‘immediate relative’ with ‘relative’ as per the Income Tax Act, 1961, within the ‘connected person’ definition under regulation 2(1)(d)(ii)(a). For PIT Regulations, ‘relative’ is proposed to be defined as:

• spouse; or
• sibling(s); or
• sibling(s) of spouse; or
• siblings of parents; or
• any lineal ascendant or descendant of the individual or spouse; or
• spouse of the person referred to in sub-regulation (ii) to (v) above

5. What are the Proposed Changes to the Definition of ‘Connected Person’?

The proposed changes to the definition of “connected person” seek to broaden its scope and improve clarity. The revision involves replacing the term “immediate relative” with “relative”, as defined by the Income Tax Act 1961. Furthermore, the expanded definition now includes additional categories: partners and employees of firms where a connected person is also a partner; individuals who act upon the advice, directions, or instructions of a connected person; corporate entities directed by a board of directors, managing director, or manager who act on the advice, directions, or instructions of a connected person; persons who share a household or residence with a connected person; and persons engaged in significant financial relationships with a connected person due to employment, financial dependency, or frequent financial transactions. Hindu Undivided Families (HUFs) are now included when the Karta or any member/coparcener is a connected person or a relative of such a connected person.

This extensive revision aims to provide a more comprehensive and precise understanding of the term “connected person,” thereby enhancing regulatory oversight and clarity.

6. Retention of ‘Immediate Relative’ Definition for Disclosures and Continuance of Ease of Doing Business

The definition of “immediate relative” as outlined in regulation 2(1)(f) of the PIT Regulations will remain unchanged. This ensures that disclosures regarding trades by promoters, directors, and designated persons will continue to reference the “immediate relative” of these individuals, thereby maintaining ease of doing business. The term “relative” is redefined solely to regulate insider trading.

7. Implications of SEBI’s Proposed Changes to the ‘Connected Person’

The modifications proposed by SEBI to the definition of “connected person” aim to include a broader array of individuals and entities potentially privy to unpublished price-sensitive information (UPSI), thereby mitigating risks and enhancing the prevention of insider trading. The alignment of this definition with the one used in the Income Tax Act 1961 facilitates easier compliance by corporations by using a uniform definition of “relative.” Additionally, maintaining the term “immediate relative” for disclosure purposes supports ease of doing business while ensuring transparent reporting.

8. Conclusion

The amendments proposed by SEBI to redefine the term “connected person” under the PIT Regulations represent a significant enhancement of the regulatory framework designed to combat insider trading. By widening the definition to encompass a larger group of individuals and entities with potential access to unpublished price-sensitive information (UPSI), SEBI aims to close existing regulatory loopholes and strengthen enforcement measures. Aligning with the definitions in the Income Tax Act 1961 aids in reducing regulatory discrepancies and simplifying compliance. These adjustments are intended to fortify insider trading regulations, effectively balancing improved regulatory oversight with practical considerations for business operations.

[1] UPSI means any information relating to a company or its securities, directly or indirectly, that is not generally available which, upon becoming generally available, is likely to materially affect the price of the securities.