SEBI PIT Regulations: Structured Digital Database (SDD) Compliance for Listed Entities & Corporate Promoters

Published: March 16, 20256 min readEffective: Rigorous Ongoing SEBI Surveillance

View Official Gazette / Govt Source Consult Senior Partner

Executive Regulatory Summary

Under SEBI (Prohibition of Insider Trading) Regulations, every listed company and intermediary handling Unpublished Price Sensitive Information (UPSI) must maintain an automated, tamper-proof Structured Digital Database (SDD). Overview of compliance mandates, timestamp logging, external legal/audit advisor entries, and stock exchange audit certifications.

Key Statutory Takeaways

Mandatory under Regulation 3(5) for all listed companies, merchant bankers, legal counsels, and statutory auditors.
Database must capture nature of UPSI, names, PAN, and contact details of persons sharing and receiving confidential data.
Must be maintained internally with tamper-proof time-stamping; third-party cloud outsourcing without audit trail is illegal.
Records must be preserved in indelible form for a minimum statutory period of eight years.

Actionable Compliance Checklist for Businesses

Step-by-step advisory measures prescribed by ASGR and CO for immediate adherence:

1Deploy dedicated on-premise or encrypted SDD software satisfying non-tamperable audit log requirements.

2Enter details of all M&A discussions, financial results, dividend proposals, and buybacks into SDD immediately.

3Execute Non-Disclosure Agreements (NDAs) and collect PAN cards from all external consultants before sharing UPSI.

4Obtain annual quarterly compliance certificates from Practicing Company Secretaries for submission to NSE and BSE.

1. SEBI's Zero-Tolerance Stance on UPSI Leakages

SEBI inspects SDD logs during all suspected insider trading investigations. Failure to maintain an operational SDD invites direct penal action against the Compliance Officer and Managing Director under Section 15HB of the SEBI Act.

Target Entities Governed by this Notification:

Compliance Officers & Company Secretaries of Listed CompaniesInvestment Bankers & M&A Legal CounselsStatutory Auditors & Valuation ExpertsPromoter Groups & Managing Directors

Advisory Published By

CA Sanjay Agarwal

Senior Partner & Co-Founder • B. Com, FCA, CS Inter, FAFD (ICAI)

ASGR and CO, Chartered Accountants (Peer Review Certified: #018Xxx)

Statutory Disclaimer: This publication is compiled by ASGR and CO solely for general informational and educational purposes to assist corporate clients and peers in understanding statutory notifications. It does not constitute legal, tax, or formal secretarial advice. Before acting upon any provisions, specific professional counsel should be sought.

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