Policy and inquiry procedure for a UPSI leak
The board-approved policy for handling a leak or suspected leak of unpublished price sensitive information, and the duty to inquire and tell SEBI when one happens.
Standing duty, no filing date
- SEBI
- Insider trading and takeovers
- Not specified
- 2026-09-01
The policy is a standing duty and the inquiry is triggered by the leak. PIT Reg 9A(5) requires the board of a listed company to formulate a written policy and procedure for inquiry in a case of a leak or a suspected leak of unpublished price sensitive information, to approve it, and to initiate an inquiry on becoming aware of a leak. The company then informs SEBI promptly of the leak, the inquiry and its results. The regulation says promptly and fixes no number of days.
Deadlines counted from an event
Keep a written policy and inquiry procedure for a leak or suspected leak of unpublished price sensitive information, approved by the board of directors. Reg 9A(5) sets no review date, so the policy is a standing document.
On becoming aware of a leak or suspected leak of unpublished price sensitive information, initiate an inquiry under the policy and inform the Board promptly of the leak, the inquiry and its results. Reg 9A(5) uses 'promptly' rather than a day count, so no deadline is computed here.
The rule
Keep a written policy and inquiry procedure for a leak or suspected leak of unpublished price sensitive information, approved by the board of directors. Reg 9A(5) sets no review date, so the policy is a standing document.
On becoming aware of a leak or suspected leak of unpublished price sensitive information, initiate an inquiry under the policy and inform the Board promptly of the leak, the inquiry and its results. Reg 9A(5) uses 'promptly' rather than a day count, so no deadline is computed here.
Who must comply
- The board of directors of every listed company, which approves the policy
- The company, which inquires and informs SEBI when a leak occurs
Statutory basis
Before you file
- Draft the leak inquiry policy.
- Get the board to approve the policy.
- Name the person or committee that conducts an inquiry.
- Set out how a suspected leak is reported internally.
How to file
- Record when the company became aware of the leak.
- Start the inquiry under the approved policy.
- Inform SEBI of the leak.
- Inform SEBI of the inquiry.
- Inform SEBI of the results of the inquiry.
- Keep the inquiry record with the compliance file.
If you miss it
Section 15HB of the SEBI Act is the head, at up to ₹1 crore, because Reg 9A(5) carries no penalty of its own. Where SEBI has called for the policy or the inquiry record and the company has not produced it, section 15A is also available at ₹1 lakh for each day of the failure, capped at ₹1 crore. If the leak itself amounted to a communication of unpublished price sensitive information, section 15G applies separately to the person who communicated it, at ₹25 crore or three times the profit made, whichever is higher.
- A leak that the company did not inquire into leaves SEBI to reconstruct the events itself, and the structured digital database becomes the only record of who held the information
- The company usually has to disclose the leak to the exchanges as a material event under LODR Regulation 30, separately from telling SEBI
Recent changes affecting this
Common questions
How quickly does SEBI have to be told about a leak?
Reg 9A(5) says promptly and gives no number of days. We do not show a computed date for that reason. The safe reading is that the intimation goes out as soon as the company knows, and that the inquiry result follows when it is available.
Does a suspected leak trigger the same duty as a confirmed one?
Yes. Reg 9A(5) covers a leak or a suspected leak, so the inquiry starts on suspicion rather than on proof.