flowchart LR
A["Market <br> Regulation"] --> B[PIT Regime]
A --> C[Competition Regime]
B --> B1["SEBI Act, 1992"]
B --> B2["PIT Regulations, 2015"]
B --> B3[2018 Amendments]
B --> B4[2020 Amendments]
C --> C1["MRTP Act, 1969 (repealed)"]
C --> C2["Competition Act, 2002"]
C --> C3[Three Pillars]
C --> C4[2023 Amendment]
C3 --> C3a["Section 3 <br> Anti-Competitive Agreements"]
C3 --> C3b["Section 4 <br> Abuse of Dominance"]
C3 --> C3c["Sections 5–6 <br> Combinations"]
%% Style
classDef dark fill:#004466,color:#ffffff,stroke:#ffcc00,stroke-width:3px,rx:10px,ry:10px;
class A,B,B1,B2,B3,B4,C,C1,C2,C3,C3a,C3b,C3c,C4 dark;
10 PIT (Prohibition of Insider Trading), Competition Act: Concept, Scope and Features
ImportantLearning Objectives
By the end of this chapter, the reader will be able to:
- Define insider trading and explain the regulatory rationale for its prohibition, including the parity-of-information theory, the misappropriation theory, and the market-integrity rationale.
- Identify the key concepts under the SEBI (Prohibition of Insider Trading) Regulations, 2015, including insider, connected person, designated person, unpublished price sensitive information, and generally available information.
- Explain the conceptual foundation, scope, and principal features of the Competition Act, 2002, including its three substantive pillars: anti-competitive agreements, abuse of dominant position, and regulation of combinations.
- Identify the key institutional architecture of Indian competition law, including the Competition Commission of India, the Director General, and the National Company Law Appellate Tribunal as the appellate forum.
- Apply the principal definitions and prohibitions of both regimes to typical fact patterns and evaluate the leading enforcement cases of the past two decades.
10.1 Introduction
Module 2 of this book opens with two regulatory regimes that share a common premise: the operation of free markets requires legal protection against conduct that, while privately profitable, undermines the integrity of the market itself. The two regimes address different forms of such conduct. The Prohibition of Insider Trading Regulations, 2015 protect the integrity of the securities market against trading on the basis of confidential information. The Competition Act, 2002 protects the integrity of product and service markets against agreements, dominance, and combinations that distort competitive outcomes.
The two regimes also share a common institutional logic. Each is administered by a specialised regulator with investigative, adjudicatory, and rule-making powers. The Securities and Exchange Board of India administers the insider trading regime; the Competition Commission of India administers the competition regime. Each is supported by a sectoral appellate forum, with the Securities Appellate Tribunal hearing SEBI appeals and the National Company Law Appellate Tribunal hearing competition appeals since 2017. Each regime has been progressively strengthened over the past three decades through statutory amendment, regulation, and judicial interpretation.
This chapter introduces the core concepts and architecture of both regimes. The four chapters that follow within the first part of Module 2 explore the insider trading regime in greater detail: investigation and prohibition on dealing and counselling in Chapter 11; the 2020 amendments to the PIT Regulations in Chapter 12; the model code of conduct and trading initiatives in Chapter 13; and recent enforcement cases and trading initiatives in Chapter 14. The competition regime is treated more compactly in this chapter, with cross-references to wider competition law texts for depth.
10.2 Part A: Prohibition of Insider Trading
10.2.1 The Concept of Insider Trading
Insider trading occurs when a person who possesses confidential information about a publicly traded security uses that information to trade in the security to the person’s own advantage, or communicates the information to another person who so trades. The harm caused by insider trading is ordinarily characterised in three complementary ways. First, the parity of information rationale holds that a public market in securities depends on all participants having access to the same information at the same time, and that insider trading undermines this parity. Second, the misappropriation rationale holds that confidential information generated within a corporation is the property of the corporation, and that an employee or agent who trades on it without consent misappropriates corporate property. Third, the market integrity rationale holds that public confidence in the fairness of the securities market depends on the visible enforcement of insider trading prohibitions, and that the absence of effective enforcement reduces market participation and raises the cost of capital.
NoteHenry G. Manne’s Critique and Its Limits
The 1966 monograph Insider Trading and the Stock Market by Henry G. Manne argued that insider trading was, on balance, beneficial because it accelerated the incorporation of information into market prices. The argument has not commanded majority support in either the academic literature or the regulatory practice of major jurisdictions. The contemporary consensus is that the harms identified above outweigh the informational benefits Manne identified, and that disclosure-based mechanisms produce price discovery without the distributional consequences of insider trading. The Indian regulatory framework reflects the contemporary consensus.
10.2.2 Historical Evolution of the Indian Regime
The Indian regulatory response to insider trading has developed through a sequence of expert committee reports and statutory enactments.
The Sachar Committee report of 1978 was the first formal Indian recommendation for the prohibition of insider trading. The Patel Committee report of 1986 followed. The Abid Hussain Committee report of 1989 recommended the establishment of the Securities and Exchange Board of India and the prohibition of insider trading as a specific offence. The SEBI Act, 1992 implemented these recommendations. SEBI issued the SEBI (Insider Trading) Regulations, 1992, the first comprehensive Indian regulatory framework on the subject.
The 1992 regulations were superseded, after the report of the N.K. Sodhi Committee, by the SEBI (Prohibition of Insider Trading) Regulations, 2015, which came into force on 15 May 2015. The 2015 regulations were substantially amended in 2018 (following the T.K. Viswanathan Committee report) and again in 2020. The current framework therefore represents the third generation of Indian insider trading regulation, with progressive refinement of the definitions, prohibitions, and procedural safeguards.
10.2.3 Key Concepts under the PIT Regulations, 2015
The PIT Regulations turn on a small number of carefully drafted definitions. A working understanding of the regime requires familiarity with each.
NoteInsider — Regulation 2(1)(g)
“Insider” means any person who is:
a connected person; or
in possession of or having access to unpublished price sensitive information.
The definition is deliberately wide. It captures both persons in a formal relationship with the company (connected persons) and persons who have come into possession of price-sensitive information through any other route, including by accident, by tipping, or by employment in an associated firm.
NoteConnected Person — Regulation 2(1)(d)
“Connected person” means any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity, including by reason of frequent communication with its officers or by being in any contractual, fiduciary, or employment relationship, or any director, officer, or employee of the company, or holds any position including a professional or business relationship between himself and the company, whether temporary or permanent, that allows the person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
Regulation 2(1)(d)(ii) extends the concept by deeming several categories of person to be connected persons, including immediate relatives of connected persons, holding company, associate company, intermediaries, banks, public financial institutions, employees, official directors, and others.
NoteUnpublished Price Sensitive Information — Regulation 2(1)(n)
“Unpublished price sensitive information” or 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. The regulation lists the following categories as ordinarily considered price sensitive:
- financial results;
- dividends;
- change in capital structure;
- mergers, demergers, acquisitions, delistings, disposals, and expansion of business and such other transactions;
- changes in key managerial personnel.
NoteGenerally Available Information — Regulation 2(1)(e)
“Generally available information” means information that is accessible to the public on a non-discriminatory basis. Information published on the website of a stock exchange, in financial newspapers, or in the company’s announcements to the exchanges is generally available; information held within the company by a small group of employees is not. The distinction is the dividing line between unpublished and generally available information.
NoteDesignated Person
A “designated person” is a person identified by the company as having access to UPSI. The category typically includes directors, key managerial personnel, employees of specified levels, persons in the finance, accounts, and secretarial functions, and any other person identified by the board of directors. Designated persons are subject to the trading window restrictions, the pre-clearance requirements, and the disclosure obligations of the regulations.
10.2.4 The Two Principal Prohibitions
NoteRegulation 3: Prohibition on Communication of UPSI
Regulation 3(1) prohibits an insider from communicating, providing, or allowing access to any UPSI relating to a company or its securities to any person, except in furtherance of legitimate purposes, performance of duties, or discharge of legal obligations.
Regulation 3(2) prohibits any person from procuring from or causing the communication by any insider of any UPSI, again except in furtherance of legitimate purposes.
NoteRegulation 4: Prohibition on Trading While in Possession of UPSI
Regulation 4(1) prohibits an insider from trading in securities that are listed or proposed to be listed on a stock exchange when in possession of UPSI.
The regulation provides several specified defences, including:
the transactions were carried out under a trading plan set up in accordance with Regulation 5;
the transaction is an off-market inter-se transfer between insiders who possess the same UPSI without being in breach of the prohibition on communication;
the transaction was a block deal between persons in possession of the same UPSI;
the transaction was carried out pursuant to statutory or regulatory obligations;
the trades were carried out by a person who can demonstrate that decisions were taken on the basis of publicly available information and not on the basis of UPSI.
10.2.5 Trading Plans
Regulation 5 introduces the concept of a trading plan, a pre-disclosed pattern of trading by an insider that, once approved by the compliance officer, may be executed even when the insider possesses UPSI at the time of execution. The plan must be for a period of at least twelve months, must specify the trades to be made, must commence at least six months after public disclosure, and must not entail trading during the twenty days before the publication of financial results. The trading plan provides a controlled mechanism for insiders to access market liquidity without giving rise to the inference of trading on UPSI.
10.2.6 Disclosure Obligations
Chapter III of the PIT Regulations requires designated persons and others to make initial and continuing disclosures of their holdings and dealings in the securities of the company. The disclosures include initial disclosure on appointment, continuing disclosure of significant trades, and disclosure of trading by immediate relatives and other connected persons. The disclosures are filed with the company and, in summary form, with the stock exchanges.
10.2.7 The Code of Conduct (Regulation 9)
Regulation 9 requires every listed company and every market intermediary to formulate a code of conduct to regulate, monitor, and report trading by designated persons. The code must include:
a trading window mechanism that closes for designated persons in advance of and following the publication of UPSI;
a pre-clearance requirement for trades by designated persons in excess of prescribed thresholds;
a digital database of designated persons and their holdings, maintained by the company; and
a contra-trade restriction prohibiting designated persons from trading in opposite directions within six months.
Regulation 9A, introduced by the 2018 amendments, requires the company to maintain a structured digital database of UPSI, including the nature of the information, the persons with whom it has been shared, and the dates of sharing. The structured digital database is intended to facilitate forensic investigation in the event of a suspected leak.
WarningThe 2018 Whistleblower Mechanism
Regulation 9A also requires every listed company to formulate a written policy and procedure for inquiry in case of leak or suspected leak of UPSI, and to provide a whistleblower mechanism for reporting concerns. Companies that have not put these mechanisms in place expose themselves and their officers to enforcement risk in the event of a leak.
10.3 Part B: The Competition Act, 2002
10.3.1 The Concept of Competition Law
Competition law, sometimes called antitrust law in American usage, regulates conduct in product and service markets that distorts competitive outcomes to the detriment of consumers, to the detriment of efficient producers, or to the detriment of the broader economy. The discipline rests on the proposition that competitive markets produce more efficient resource allocation, lower prices, higher product quality, and greater innovation than non-competitive markets, and that legal protection against conduct that undermines competition is therefore in the public interest.
The principal categories of conduct addressed by competition law are agreements among competitors that restrict competition (cartels, price-fixing arrangements, market-sharing arrangements), conduct by dominant firms that excludes competitors or exploits consumers (predatory pricing, refusal to supply, tying, exclusive dealing), and corporate combinations (mergers and acquisitions) that significantly reduce competition in a relevant market.
10.3.2 From the MRTP Act, 1969 to the Competition Act, 2002
India’s first competition statute was the Monopolies and Restrictive Trade Practices Act, 1969, enacted on the recommendation of the Mahalanobis Committee report of 1964 and the Hazari Committee report of 1965. The MRTP Act addressed monopolies, restrictive trade practices, and (by amendment in 1984) unfair trade practices. The Act, however, was substantially out of step with the post-1991 economic liberalisation, in which the Indian economy moved from a regime of substantial state direction towards a market economy.
The Raghavan Committee, constituted in 1999 under the chairmanship of S.V.S. Raghavan, recommended the repeal of the MRTP Act and the enactment of a modern competition statute aligned with international practice. The Competition Act, 2002 implemented these recommendations. The Act was notified in stages, with substantive provisions on anti-competitive agreements and abuse of dominance coming into force on 20 May 2009 and the combinations regime on 1 June 2011. The MRTP Act was repealed in 2009.
10.3.3 The Three Pillars of the Competition Act
The Competition Act, 2002 is structured around three substantive prohibitions, often called its three pillars.
NoteSection 3: Anti-Competitive Agreements
Section 3(1) prohibits any agreement in respect of production, supply, distribution, storage, acquisition, or control of goods or provision of services, which causes or is likely to cause an appreciable adverse effect on competition (AAEC) within India.
Section 3(3) creates a presumption of AAEC for horizontal agreements (agreements among competitors at the same level of the production or distribution chain) of four specified kinds:
directly or indirectly determining purchase or sale prices;
limiting or controlling production, supply, markets, technical development, investment, or provision of services;
sharing the market or source of production or provision of services by way of allocation of geographical area, type of goods or services, or number of customers; or
bid-rigging or collusive bidding.
Section 3(4) addresses vertical agreements (agreements among parties at different levels of the production or distribution chain) and applies a rule-of-reason analysis rather than a presumption of harm.
NoteSection 4: Abuse of Dominant Position
Section 4 prohibits an enterprise or group from abusing its dominant position in a relevant market. Section 4(2) lists specified abuses:
imposing unfair or discriminatory conditions or prices;
limiting or restricting production, markets, or technical or scientific development;
denial of market access in any manner;
making the conclusion of contracts subject to acceptance of supplementary obligations not connected with the subject of the contract;
using a dominant position in one relevant market to enter into or protect another relevant market.
Dominance itself is not prohibited; only the abuse of dominance is. The dominance test under Section 19(4) considers market share, size and resources, size and importance of competitors, economic power, vertical integration, dependence of consumers, monopoly status by reason of statute, entry barriers, and other relevant factors.
NoteSections 5 and 6: Combinations
Section 5 defines a combination by reference to financial thresholds for assets or turnover of the parties, both individually and on a group basis. The thresholds, currently set under the Combination Regulations, capture acquisitions, mergers, amalgamations, and acquisitions of control above prescribed levels.
Section 6(1) prohibits any combination that causes or is likely to cause an appreciable adverse effect on competition within the relevant market in India.
Section 6(2) requires every combination meeting the thresholds to be notified to the Competition Commission of India for approval before consummation. The CCI’s approval timeline is now a strict 150 working days following the 2023 amendments.
The 2023 amendment introduced an additional deal value threshold for combinations involving acquisition of substantial business operations in India, capturing transactions that would not have triggered the asset or turnover thresholds but which involve substantial Indian operations.
10.3.4 The Institutional Architecture
The Competition Act, 2002 establishes the Competition Commission of India (CCI), constituted under Section 7. The CCI comprises a chairperson and not less than two and not more than six other members appointed by the central government. The Commission is supported by the Director General (DG), who carries out investigations on the Commission’s reference. Appeals from the Commission’s orders lie to the National Company Law Appellate Tribunal (NCLAT), which has had appellate jurisdiction over competition matters since the Competition Appellate Tribunal (COMPAT) was abolished in 2017. Further appeal lies to the Supreme Court on questions of law.
10.3.5 Enforcement Mechanisms
The Act provides for several enforcement mechanisms. Section 27 empowers the Commission to direct the cessation of anti-competitive conduct, to direct the modification of agreements, to award compensation, and to impose penalties of up to 10 per cent of the average turnover of the offending enterprise for the three preceding financial years (or three times the profit for each year of the cartel, whichever is higher, in the case of cartels). The 2023 amendment changed the basis of penalty for global enterprises to global turnover, a substantial increase in penalty exposure for foreign-incorporated participants in Indian markets.
Section 31 governs the approval, modification, or rejection of combinations notified under Section 6. The 2023 amendment introduced a settlement and commitment mechanism, by which a party may resolve a Section 4 or Section 6 proceeding by agreeing to specified commitments without contesting liability.
Section 46 provides a leniency programme under which a participant in a cartel that comes forward with information enabling the Commission to take action may be granted reduced penalties or full immunity, depending on the priority of the disclosure. The leniency programme has been the principal source of cartel detection in many cases.
10.3.6 The 2023 Amendment
The Competition (Amendment) Act, 2023 introduced the most substantial changes to the Indian competition framework since the 2002 Act came into force. The principal changes include:
NotePrincipal Changes Introduced by the Competition (Amendment) Act, 2023
| Change | Substantive Content |
|---|---|
| Deal value threshold for combinations | Combinations involving an Indian deal value of ₹2,000 crore or more, where the target has substantial business operations in India, must be notified to the CCI |
| Strict 150-day timeline | The CCI is required to dispose of combination notifications within 150 working days |
| Penalty on global turnover | Penalties for participation in cartels and abuse of dominance are now calculated on the basis of the offender’s global turnover, not only Indian turnover |
| Settlement and commitment mechanism | Parties may resolve Section 4 and Section 6 proceedings by agreeing to specified commitments without contesting liability |
| Hub-and-spoke cartels | The 2023 amendment expressly captures hub-and-spoke arrangements (where a non-competitor facilitates an agreement among competitors) within the cartel prohibition |
| Leniency Plus | An additional reduction of up to 30 per cent for a leniency applicant who discloses a second cartel previously unknown to the CCI |
The cumulative effect of the 2023 amendment is to align the Indian competition regime more closely with the contemporary practice of the European Commission, the United States Federal Trade Commission and Department of Justice, and other major competition authorities, while strengthening the deterrent effect of the regime.
10.4 Comparative Summary
NoteComparative Summary of the Two Regimes
| Dimension | Prohibition of Insider Trading | Competition Act, 2002 |
|---|---|---|
| Regulatory rationale | Parity of information, market integrity, misappropriation | Allocative efficiency, consumer welfare, market integrity |
| Parent statute | SEBI Act, 1992 | Competition Act, 2002 |
| Operational rules | PIT Regulations, 2015 (and amendments) | Combination Regulations and substantive Sections 3, 4, 5, 6 |
| Regulator | Securities and Exchange Board of India | Competition Commission of India |
| Investigative arm | SEBI investigative officers | Director General |
| Appellate forum | Securities Appellate Tribunal | National Company Law Appellate Tribunal |
| Principal subjects | Insiders, designated persons, market intermediaries | Enterprises, groups, combinations |
| Principal prohibitions | Communication of UPSI; trading on UPSI | Anti-competitive agreements; abuse of dominance; harmful combinations |
| Penalty basis | Disgorgement, monetary penalty up to ₹25 crore or three times profit | Up to 10 per cent of turnover; cartels at three times profit; global turnover post-2023 |
| Recent major amendment | 2018, 2020 | 2023 |
10.5 Case Studies
10.5.1 Case Study 1: Hindustan Lever Limited v. SEBI (1998)
Hindustan Lever Limited (HLL) acquired shares of Brooke Bond Lipton India Limited (BBLIL) two weeks before the announcement of the merger between HLL and BBLIL. SEBI found HLL guilty of insider trading and imposed a penalty. The matter went up to the Securities Appellate Tribunal and then to the Bombay High Court. The decision is one of the earliest substantive applications of the Indian insider trading regime under the 1992 regulations and established several propositions that have continued under the 2015 framework.
The principal proposition is that an insider is liable for trading on the basis of UPSI even where the trades were undertaken in pursuance of a corporate purpose (the consolidation of a related company’s shareholdings) rather than for personal gain. The case clarified that the prohibition is on trading while in possession of UPSI, not on trading with the intention of profiting from UPSI. The distinction has shaped the design of the trading plan and pre-clearance regimes that now form part of the framework.
Discussion Questions
- Should the insider trading prohibition be confined to trades undertaken for personal gain, or should it extend to trades undertaken for corporate purposes that nevertheless rely on UPSI?
- To what extent does the trading plan mechanism under Regulation 5 of the 2015 Regulations adequately address the concerns raised by HLL v. SEBI?
- What features of the post-2015 framework would have changed the analysis or outcome in the HLL matter if the same facts had arisen in the present day?
10.5.2 Case Study 2: The DLF Belaire Owners’ Association Case (2011)
The Belaire Owners’ Association complained to the CCI that DLF Limited, a leading Indian real estate developer, had imposed unfair contractual terms on the buyers of apartments in its Belaire Project, including unilateral changes to the layout of the project, increased apartment sizes without buyer consent, and the diversion of common area amenities. The CCI found that DLF was dominant in the relevant market of high-end residential apartments in Gurugram and that it had abused its dominance through the imposition of unfair contractual terms. The Commission imposed a penalty of ₹630 crore on DLF, the largest competition penalty in Indian history at the time.
The case is the leading Indian authority on abuse of dominance and the application of Section 4 to consumer-facing markets. The Commission’s analysis of dominance focused on DLF’s market share in the relevant geographic and product markets, the absence of effective competitors, and the contractual leverage DLF enjoyed over buyers who had already paid substantial advances. The decision was upheld in substance by the Competition Appellate Tribunal in 2014, although the penalty was modified.
Discussion Questions
- To what extent does the DLF decision illustrate the role of competition law in protecting consumers in markets that are formally competitive but where contractual terms have been substantially dictated by a dominant firm?
- How does the analysis of the relevant market in DLF inform the analysis of relevant markets in other Indian sectors such as ride-hailing, food delivery, and digital marketplaces?
- What features of the 2023 amendment to the Competition Act would have changed the analysis or outcome in the DLF matter if the same facts had arisen in the present day?
10.5.3 Case Study 3: The Google Android Case (2022)
The Competition Commission of India, in its 2022 order, found Google guilty of abuse of dominance in several relevant markets connected with the Android operating system on mobile devices. The CCI imposed a penalty of ₹1,338 crore and directed Google to make a number of structural and behavioural changes to its Android licensing and Play Store practices. The matter was appealed to the National Company Law Appellate Tribunal, which substantially upheld the CCI’s findings while modifying certain remedies.
The case is the leading Indian application of competition law to digital platforms and illustrates several themes that are likely to recur in the coming decade: the analysis of dominance in technology markets characterised by network effects and platform interoperability, the regulation of platform conduct that affects competitors and complementors, and the calibration of remedies in highly technical markets. The case also illustrates the international dimension of contemporary competition enforcement, since Google had been the subject of similar proceedings before the European Commission, the United States Department of Justice, and competition authorities in several other jurisdictions.
Discussion Questions
- How should the analysis of dominance in digital platform markets differ from the analysis in traditional product markets, and what features of the Google Android decision reflect that difference?
- To what extent should the Indian framework follow the international consensus on platform regulation, and to what extent should it develop a distinctively Indian approach?
- What lessons does the Google Android matter offer for the regulation of other digital platforms in India?
Summary
| Concept | Description |
|---|---|
| Insider Trading: Concept and Rationale | |
| Insider Trading | Trading in a listed security on the basis of confidential information that is not generally available, prohibited under the SEBI Act, 1992 and the PIT Regulations, 2015 |
| Parity of Information Rationale | The proposition that public markets in securities depend on all participants having access to the same information at the same time |
| Misappropriation Rationale | The proposition that confidential information generated within a corporation is corporate property, and trading on it without consent is a misappropriation of corporate property |
| Market Integrity Rationale | The proposition that public confidence in the fairness of the securities market depends on the visible enforcement of insider trading prohibitions, sustaining market participation and lowering the cost of capital |
| PIT Regulations, 2015: Key Concepts | |
| PIT Regulations, 2015 | The current Indian regulatory framework on insider trading, in force from 15 May 2015 and substantially amended in 2018 and 2020 |
| Insider (Reg. 2(1)(g)) | Any person who is a connected person or who is in possession of or has access to unpublished price sensitive information |
| Connected Person (Reg. 2(1)(d)) | Any person associated with the company in any capacity within the preceding six months that allows access to UPSI, or any of the deemed categories under Regulation 2(1)(d)(ii) |
| Designated Person | A person identified by the company as having access to UPSI, subject to trading window restrictions, pre-clearance requirements, and disclosure obligations |
| UPSI (Reg. 2(1)(n)) | Information not generally available which on becoming generally available is likely to materially affect the price of securities, including financial results, dividends, capital structure changes, mergers, and KMP changes |
| Generally Available Information (Reg. 2(1)(e)) | Information accessible to the public on a non-discriminatory basis, the dividing line between unpublished and published information |
| PIT Regulations, 2015: Prohibitions and Compliance | |
| Regulation 3: Communication Prohibition | Prohibition on insiders communicating UPSI to any person except in furtherance of legitimate purposes, performance of duties, or discharge of legal obligations |
| Regulation 4: Trading Prohibition | Prohibition on insiders trading in listed securities while in possession of UPSI, with specified defences including trading plans, off-market inter-se transfers, and statutory obligation transactions |
| Trading Plan (Regulation 5) | Pre-disclosed pattern of trading by an insider, approved by the compliance officer, that may be executed even when the insider possesses UPSI at the time of execution |
| Code of Conduct (Regulation 9) | Mandatory listed-company code regulating trading by designated persons, including trading windows, pre-clearance, contra-trade restrictions, and digital records |
| Structured Digital Database (Regulation 9A) | Mandatory record introduced in 2018 of UPSI, the persons with whom it has been shared, and the dates of sharing, supporting forensic investigation of leaks |
| Competition Act: Background and Pillars | |
| Competition Act, 2002 | The current Indian competition statute, replacing the MRTP Act, 1969, with substantive provisions in force progressively from 2009 and substantially amended in 2023 |
| MRTP Act, 1969 (Repealed) | The earlier Indian competition statute, repealed in 2009, addressing monopolies, restrictive trade practices, and unfair trade practices in the pre-liberalisation framework |
| Section 3: Anti-Competitive Agreements | Prohibits agreements in respect of production, supply, distribution, or services that cause or are likely to cause an appreciable adverse effect on competition in India |
| Horizontal Agreements (s. 3(3)) | Agreements among competitors at the same level of the production chain, presumed to cause AAEC where they involve price fixing, output limitation, market sharing, or bid rigging |
| Vertical Agreements (s. 3(4)) | Agreements among parties at different levels of the production chain, analysed under a rule-of-reason approach rather than a presumption of harm |
| Section 4: Abuse of Dominance | Prohibits abuse of a dominant position in a relevant market, including unfair pricing, market access denial, tying, leveraging, and limiting production |
| Sections 5 and 6: Combinations | Mandatory pre-merger notification regime for transactions exceeding the asset, turnover, or post-2023 deal value thresholds, requiring CCI approval before consummation |
| Competition Architecture and 2023 Reform | |
| Competition Commission of India | Specialised regulator administering the Competition Act, comprising a chairperson and members appointed by the central government |
| Director General and NCLAT Appeal | Investigative arm of the CCI is the Director General; appellate forum since 2017 is the National Company Law Appellate Tribunal, with further appeal to the Supreme Court on questions of law |
| 2023 Amendment | The Competition (Amendment) Act, 2023, introducing deal value thresholds, strict timelines, global turnover penalties, settlement and commitment mechanism, hub-and-spoke coverage, and Leniency Plus |