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SEBI revamps framework on conflict of interest, enhances ease of doing business


What Happened

  • The Securities and Exchange Board of India (SEBI) board, at its meeting on March 24, 2026, approved a sweeping overhaul of conflict-of-interest guidelines for the regulator's chairman and whole-time members (WTMs), implementing recommendations of a High-Level Committee (HLC) set up in March 2025 under retired IAS officer Pratyush Sinha.
  • All SEBI employees — including WTMs and the chairman — are now restricted from trading in equity and equity-related instruments; only investments in mutual fund schemes managed by regulated intermediaries are permitted. Joiners who hold equity stakes must liquidate or freeze those holdings, and the same restriction extends to their family members.
  • The chairman, WTMs, executive directors, and chief general managers are required to publicly disclose details of immovable assets, in line with norms applicable to Union government civil servants. A digital system for recording recusals and tracking decisions on conflicted relationships will also be introduced.
  • The HLC reform was triggered by the Hindenburg Research allegations in 2024 that then-SEBI Chairperson Madhabi Puri Buch and her family held undisclosed stakes in Mauritius and Bermuda entities linked to the Adani Group — allegations denied by Buch and the Adani Group.
  • On ease of business, the board approved net settlement of cash market transactions for Foreign Portfolio Investors (FPIs) — allowing FPIs to offset purchase and sale obligations in outright transactions — expected to cut funding costs significantly, with implementation targeted by December 31, 2026. The board also amended "fit and proper" criteria for market intermediaries.

Static Topic Bridges

SEBI: Establishment, Powers, and Regulatory Architecture

SEBI was set up as a non-statutory body in April 1988 and given statutory powers through the SEBI Act, 1992 (Act No. 15 of 1992), following the Harshad Mehta securities scam. Its foundational mandate is to protect investor interests, promote the development of securities markets, and regulate market intermediaries. SEBI is unique in combining three types of power in a single body: quasi-legislative (drafting regulations), quasi-judicial (passing orders and rulings), and quasi-executive (investigating and enforcing).

  • Established as statutory body on January 30, 1992, under SEBI Act, 1992
  • Head office at Mumbai (Bandra-Kurla Complex); regional offices across India
  • Powers include ordering investigation, calling for records from banks and other authorities, adjudicating disputes, and imposing penalties
  • Categorised as a market regulator, alongside RBI (banking) and IRDAI (insurance) in India's financial regulatory architecture
  • Governed by a board comprising a chairman, two whole-time members, one member from the Ministry of Finance, one from the RBI, and up to five part-time members appointed by the Central Government

Connection to this news: The conflict-of-interest reforms directly strengthen SEBI's credibility as a quasi-judicial regulator — a regulator sitting in judgment over market misconduct must itself be above reproach. The restrictions on equity trading by SEBI officials are analogous to the "Chinese wall" concept used in financial firms.


Conflict of Interest and Regulatory Governance

Conflict of interest in regulatory bodies occurs when a regulator's personal financial stakes could compromise its duty to act impartially in the public interest. This is especially acute for securities regulators whose staff have specialised knowledge of market-moving information. The SEBI HLC chaired by Pratyush Sinha (former Chief Vigilance Commissioner) was constituted after the controversy over Madhabi Puri Buch's alleged hidden holdings and submitted its report in November 2025, recommending uniform application of trading restrictions across all staff levels and public asset disclosures.

  • HLC chaired by Pratyush Sinha (retired IAS, former CVC); vice-chaired by Injeti Srinivas (former MCA Secretary and ex-IFSCA chairman)
  • Report submitted: November 10, 2025
  • Key recommendations adopted: uniform equity trading ban, public asset disclosure, digital recusal tracking system
  • Family members of SEBI officials now also brought under restrictions (except investments in unlisted securities)
  • Officials classified as "insiders" under securities law for the purposes of their investments — a step toward treating them the same as company insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015

Connection to this news: This is a direct outcome of the HLC's recommendations — the board meeting formally approved the framework, closing a governance gap that had allowed senior officials to hold personal equity investments without systematic disclosure obligations.


Foreign Portfolio Investors (FPIs) in India

Foreign Portfolio Investors are regulated entities that invest in India's financial markets — equities, bonds, and derivatives — without acquiring management control of companies, distinguishing them from Foreign Direct Investment (FDI). Registered under SEBI (Foreign Portfolio Investors) Regulations, 2019, FPIs are classified into three categories based on risk profile. They are a major source of capital flows into Indian markets: FPI inflows significantly influence rupee exchange rates, stock indices, and bond yields.

  • FPIs registered under SEBI (FPI) Regulations, 2019 (replacing the 2014 Regulations)
  • Three categories: Category I (government entities, central banks, sovereign wealth funds); Category II (regulated entities like mutual funds, pension funds); Category III (all others)
  • FPIs held approximately ₹65–70 lakh crore in Indian equities as of recent estimates (roughly 18–20% of total market capitalisation)
  • Currently, FPIs settle cash market transactions on a gross basis — each buy and sell is settled independently, requiring full funds for each side; net settlement (buy offset against sell) reduces the cash requirement
  • Net settlement for outright transactions now approved; non-outright (speculative) transactions remain on gross basis to guard against market manipulation

Connection to this news: The net settlement reform directly reduces FPI transaction costs, especially during index rebalancing events (Nifty/Sensex index reconstitutions) when FPIs simultaneously buy newly added stocks and sell removed ones — previously requiring double the capital. This is expected to enhance India's attractiveness as an FPI destination.


Insider Trading and Securities Market Regulation

The SEBI (Prohibition of Insider Trading) Regulations, 2015 (amended in 2018) define "insider" as any person connected with a company who has access to unpublished price-sensitive information (UPSI). Trading while in possession of UPSI is a criminal offence. The concept is now being extended to SEBI officials in the context of their investment decisions — since SEBI staff routinely access market-sensitive information about companies under investigation or regulation.

  • SEBI (PIT) Regulations, 2015 — framed under SEBI Act, 1992
  • "Unpublished price-sensitive information" (UPSI): information not made public that, if published, is likely to materially affect price of securities
  • Connected persons include directors, key management personnel, and those who receive UPSI in a professional capacity
  • SEBI officials brought under "insider" definition for their own investments — meaning their personal trades based on regulatory information constitute insider trading
  • This aligns with international best practices (SEC in the US has similar restrictions on its employees)

Connection to this news: By designating SEBI officials as "insiders" regarding their own investment decisions, the framework closes a regulatory blind spot: the regulator policing insider trading among companies had itself no equivalent insider-trading restrictions for its own personnel.


Key Facts & Data

  • SEBI established: April 12, 1988 (non-statutory); January 30, 1992 (statutory, under SEBI Act No. 15 of 1992)
  • HLC constituted: March 2025; Report submitted: November 10, 2025; Board approval: March 24, 2026
  • HLC chaired by Pratyush Sinha (former IAS and CVC); vice-chaired by Injeti Srinivas (former MCA Secretary)
  • Trigger: Hindenburg Research allegations (2024) linking then-Chairperson Madhabi Puri Buch to undisclosed Adani-linked offshore holdings
  • New restriction: SEBI chairman, WTMs, and employees barred from equity/equity-linked instrument trading; mutual fund investments permitted
  • Asset disclosure: Chairman, WTMs, EDs, CGMs must publicly disclose immovable assets (on par with Union government civil servants)
  • FPI net settlement: Approved for outright cash market transactions; gross settlement retained for non-outright (speculative) trades
  • FPI net settlement implementation deadline: December 31, 2026
  • "Fit and proper" criteria for market intermediaries also amended at the same board meeting