Reporting code of conduct violations to the stock exchange
The report a listed company makes to the exchanges when a designated person breaches its insider trading code of conduct.
Report to the stock exchange
Counted from a violation of the code of conduct coming to the company's notice
- SEBI
- Insider trading and takeovers
- Not specified
- 2026-09-01
The report is triggered by the breach, with no number of days in the rule. Clause 13 of Schedule B to the PIT Regulations requires a listed company to promptly inform the stock exchange of a violation of the code of conduct, in the format the Master Circular prescribes. Since the 2020 amendment the report goes to the exchange, not to SEBI. Paragraph 4.2 and Annexure 2 of the Master Circular on Surveillance of Securities Market carry the format.
The recipient changed. Since the 2020 amendment to clause 13 of Schedule B the report goes to the stock exchange rather than to SEBI.
Deadlines counted from an event
On a violation of the code of conduct, promptly inform the stock exchange in the format at Annexure 2 to the Master Circular on Surveillance of Securities Market. Clause 13 of Schedule B uses 'promptly' and names no number of days, so no date is computed.
The rule
On a violation of the code of conduct, promptly inform the stock exchange in the format at Annexure 2 to the Master Circular on Surveillance of Securities Market. Clause 13 of Schedule B uses 'promptly' and names no number of days, so no date is computed.
Who must comply
- Every listed company whose code of conduct has been breached by a designated person
Statutory basis
- PIT Schedule B clause 13, reporting a code of conduct violation to the stock exchange, read with Reg 9
- PIT Regulations, 2015, consolidated text as amended to 12 March 2025 (PDF)
- Master Circular on Surveillance of Securities Market, paragraph 4.2 and Annexure 2, format for reporting code of conduct violations
Before you file
- Establish the facts of the violation.
- Decide the action the company will take under the code of conduct.
- Get the Annexure 2 format from the Master Circular.
- Get access to the exchange filing facility.
How to file
- Complete the Annexure 2 format with the violation and the action taken.
- File it with every stock exchange where the securities are listed.
- Do this promptly after the violation comes to notice.
- Do not send the report to SEBI. It goes to the exchange.
- Record the violation for the compliance officer's report to the board.
If you miss it
Not reporting is itself a contravention of the regulations, so section 15HB of the SEBI Act applies at up to ₹1 crore, and section 15A(b) is available at ₹1 lakh for each day of a failure to furnish information within a specified time, capped at ₹1 crore. There is no per-day exchange fine, because the LODR Chapter VII Section VII-A table covers LODR regulations only.
- Unreported breaches leave a gap between the company's own records and its exchange filings, which an inspection finds quickly
- Amounts collected from the person in breach have to be remitted to the SEBI Investor Protection and Education Fund under clause 12, so a report and a remittance usually travel together
Recent changes affecting this
Common questions
Does the code violation report go to SEBI or to the exchange?
To the stock exchange. The 2020 amendment to clause 13 changed the recipient, and guidance written before that still says SEBI.
How soon does the report have to go out?
Clause 13 says promptly and gives no number of days, so we show no computed date. The practical reading is as soon as the facts and the action taken are settled.