Insider Trading & RPT Policy Drafting India: After Approval: What Continues
Insider Trading & RPT Policy Drafting India does not end at approval — a set of obligations continues afterwards. The questions below are the ones raised most often in practice; the full scope of the service is on the Insider Trading & RPT Policy Drafting India page.
What is the Structured Digital Database (SDD) requirement under the PIT Regulations?
Following the 2019 amendment to SEBI's PIT Regulations, every listed company, intermediary, and fiduciary is required to maintain a Structured Digital Database internally, capturing the names of persons with whom UPSI is shared, along with the Permanent Account Number or other identifier, the nature of UPSI shared, and the date on which it was shared. The SDD must have adequate internal controls and checks to ensure non-tampering, and must be preserved for a minimum period specified under the regulations (currently eight years, and preserved further if any litigation is pending).
In practice: Many companies confuse a general access log (who logged into the deal room) with a proper SDD — the SDD specifically requires a structured record tied to actual UPSI events, not just system access logs. We advise on the practical implementation appropriate to the company's transaction volume, from a simple structured spreadsheet with controls for smaller companies to dedicated compliance software for larger, transaction-heavy issuers.
What is a trading window, and when does it close?
A trading window is the period during which designated persons and their immediate relatives are permitted to trade in the company's securities. The PIT Code of Conduct specifies that the trading window closes when the compliance officer determines that a designated person or class of designated persons can reasonably be expected to have access to UPSI — for example, ahead of quarterly/annual financial results announcements, or during discussions on a material corporate action such as an M&A transaction, fundraise, or a significant management change. It reopens 48 hours after the UPSI becomes generally available.
In practice: Trading window closure decisions should be documented contemporaneously by the compliance officer — not reconstructed after the fact if a trading complaint arises. We build a simple, trackable trigger checklist into the policy rollout so the compliance function has clear criteria rather than discretionary judgment calls each time.
Does the Related Party Transaction Policy need to be disclosed publicly?
For listed companies, yes — LODR Regulation 23(1) requires the RPT Policy to be disclosed on the company's website, with the weblink provided in the Annual Report. Additionally, listed companies must disclose related party transactions in the specified format to stock exchanges on a half-yearly basis and in the financial statements as per applicable accounting standards (Ind AS 24). For unlisted companies, there is no equivalent public website disclosure mandate, though related party transactions and balances must still be disclosed in the notes to the financial statements under AS 18 / Ind AS 24 as applicable, and Form AOC-2 (particulars of contracts with related parties) must accompany the Board's Report every year.
In practice: Form AOC-2 is easily missed, even by companies that otherwise file diligently — it's a schedule to the Board's Report, and its absence or inaccuracy is a common secretarial audit qualification. We prepare this annually as part of our compliance retainer.
Is a related party transaction policy required for a Section 8 (non-profit) company?
Section 188 of the Companies Act applies to companies generally, and a Section 8 company is a company under the Act, so the underlying related party approval discipline is relevant. In practice, however, Section 8 companies more often face related party scrutiny in the context of FCRA compliance, 12A/80G exemption conditions, and grant-funder due diligence — where a documented conflict-of-interest and related party policy is frequently a condition of institutional grant funding or CSR-linked funding, even where the exact SEBI/LODR-style framework built for commercial companies does not directly apply.
In practice: For Section 8 companies and NGOs, the related party / conflict-of-interest policy should be calibrated to funder and FCRA expectations rather than a straight port of the commercial-company template — the concerns (self-dealing with trustees, related-party grant disbursement) are conceptually similar but the regulatory audience is different.
Does adopting these policies protect directors personally, or only the company?
Both, to a meaningful extent. A properly implemented related party transaction policy, with documented Board approval and arm's-length pricing analysis, is a director's primary evidence of having exercised due diligence and acted in the company's interest — relevant both to defending against a Section 188 indemnification claim and to the broader duty of care standard under Section 166 of the Companies Act. Similarly, a functioning insider trading compliance framework, with pre-clearance records showing a director sought and received approval before trading, is significant evidence in the director's favour if a trade is later scrutinised by SEBI, even though it does not create automatic immunity if UPSI possession is independently established.
In practice: We specifically brief directors — not just the compliance function — on why following the pre-clearance and disclosure process protects them individually, not just the company. Directors sometimes treat these as company-level administrative matters rather than something with direct personal liability relevance.
Where this sits in the wider engagement
Insider Trading & RPT Policy Drafting India rarely arrives on its own. The statutory basis and the current requirements are set out on the Insider Trading & RPT Policy Drafting India service page, and the related services are grouped under Corporate Law.
What PNPC does
PNPC Global has practised since 1986 across India and the UAE. On Insider Trading & RPT Policy Drafting India we take the work end to end — reviewing the facts, preparing and filing what is required, and dealing with the authority through to closure.