Dealing only with UPSI handlers who have a PIT code
The listed company's diligence duty to deal with intermediaries and other handlers of its unpublished price sensitive information only where they have a compliant code of conduct.
Standing duty, no filing date
- SEBI
- Insider trading and takeovers
- Not specified
- 2026-09-01
There is no due date. Paragraph 4.1.2.3 of the Master Circular on Surveillance of Securities Market makes this a standing diligence duty on the listed company: it deals with intermediaries and other persons who handle its unpublished price sensitive information only where those persons have formulated a code of conduct under the PIT Regulations. The check happens at appointment and on renewal, not on a calendar date.
Deadlines counted from an event
Deal only with intermediaries and other handlers of unpublished price sensitive information who have a code of conduct under the PIT Regulations. Paragraph 4.1.2.3 of the Master Circular on Surveillance of Securities Market sets the duty and no date, so the check attaches to each appointment rather than to a period.
The rule
Deal only with intermediaries and other handlers of unpublished price sensitive information who have a code of conduct under the PIT Regulations. Paragraph 4.1.2.3 of the Master Circular on Surveillance of Securities Market sets the duty and no date, so the check attaches to each appointment rather than to a period.
Who must comply
- Every listed company that shares unpublished price sensitive information with an intermediary, adviser or other fiduciary
Statutory basis
Before you file
- List the intermediaries and advisers who receive unpublished price sensitive information.
- Ask each one for its PIT code of conduct.
- Record the confirmation in the engagement file.
How to file
- Get the code of conduct from the intermediary before sharing any information.
- Record the confirmation against the engagement.
- Repeat the check when the engagement is renewed.
- Do not file the confirmation with SEBI or an exchange.
If you miss it
Section 15HB of the SEBI Act is the head, at up to ₹1 crore, since this is a circular requirement with no penalty of its own. The practical exposure is larger than the head suggests: information shared with a handler who has no code is information outside the PIT framework, and a leak from there comes back to the company's own controls under Reg 9A.
- The sharing still has to be in the structured digital database, so a handler with no code does not reduce the company's own record-keeping duty
Recent changes affecting this
Common questions
Who counts as a UPSI handler here?
An intermediary or other person who handles the company's unpublished price sensitive information. Reg 9(2) requires such intermediaries and fiduciaries to have their own code of conduct, and paragraph 4.1.2.3 makes it the listed company's business to check.