Code of practices and procedures for fair disclosure
The company's published code for fair and timely disclosure of unpublished price sensitive information, adhering to the principles in Schedule A.
Standing duty, no filing date
- SEBI
- Insider trading and takeovers
- Not specified
- 2026-09-01
The code has no recurring due date. PIT Reg 8(1) requires the board of every listed company to formulate a code of practices and procedures for fair disclosure of unpublished price sensitive information, following the principles in Schedule A. Reg 8(2) requires the code, and every amendment to it, to be published on the company's website and intimated to the stock exchanges. Paragraph 4.1.2.1 of the Master Circular on Surveillance of Securities Market requires that intimation to be made immediately, and there is no periodic re-filing.
Annual code of conduct confirmation is often listed as a compliance calendar item. It is not one. Confirmation of the code to the exchange is immediate and happens on adoption or amendment. The genuinely annual items are the compliance officer's report under Schedule B clause 1 and the designated persons' declaration under clause 14.
Deadlines counted from an event
Keep a board-approved code of practices and procedures for fair disclosure in force, on the website, and intimated to the stock exchanges. The duty arises on adoption and again on each amendment; the Master Circular requires the intimation immediately rather than within a stated number of days. No periodic re-filing applies.
The rule
Keep a board-approved code of practices and procedures for fair disclosure in force, on the website, and intimated to the stock exchanges. The duty arises on adoption and again on each amendment; the Master Circular requires the intimation immediately rather than within a stated number of days. No periodic re-filing applies.
Who must comply
- The board of directors of every listed company
Statutory basis
Before you file
- Draft the code against the principles in Schedule A.
- Get the board to approve the code.
- Appoint the chief investor relations officer the code needs.
- Get website access to publish the code.
How to file
- Approve the code at a board meeting.
- Publish the code on the company website.
- Intimate the code to every stock exchange where the securities are listed.
- Repeat both steps for every amendment to the code.
- Do not re-file the code periodically. Only adoption and amendment trigger the intimation.
If you miss it
SEBI adjudicates a failure under section 15HB of the SEBI Act, which allows a penalty of up to ₹1 crore where no separate penalty is prescribed. Where the exchange or SEBI has called for the code and the company has not furnished it, section 15A(a) is also available at ₹1 lakh for each day of the failure, capped at ₹1 crore. There is no per-day exchange fine, because Reg 8 is a PIT provision and the LODR fine table reaches only LODR regulations.
- Without a published code the company has no framework for selective disclosure, so a leak becomes harder to defend under Reg 9A(5)
- The code and the code of conduct under Reg 9 are separate documents; publishing one and not the other still leaves a gap
Recent changes affecting this
Common questions
Does the code of fair disclosure have to be re-filed each year?
No. The intimation is due on adoption and on each amendment, and paragraph 4.1.2.1 of the Master Circular requires it immediately. There is no annual confirmation.
Is this the same as the code of conduct?
No. Reg 8 is the fair disclosure code, built on the Schedule A principles and published to the world. Reg 9 is the code of conduct for designated persons, built on Schedule B, and that one governs the trading window and pre-clearance.