Regulation SEBI capital markets securities regulation India SEBI Act 1992 stock exchange IPO investor protection

Securities and Exchange Board of India (SEBI)

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The Securities and Exchange Board of India (SEBI) is the statutory regulator of the securities market in India, constituted on 12 April 1988 and given statutory powers from 30 January 1992 under the Securities and Exchange Board of India Act, 1992 (Act No. 15 of 1992), with its head office in Mumbai. The regulator exercises jurisdiction over stock exchanges, listed companies, market intermediaries, collective investment schemes, and institutional investors across the country. Its twin statutory mandates, stated in the preamble to the SEBI Act, are the protection of the interests of investors in securities and the promotion of the development of, and regulation of, the securities market. As of June 2026 its Chairman is Tuhin Kanta Pandey, who took charge on 1 March 2025.

SEBI replaced the informal oversight provided by the Controller of Capital Issues, which had administered the Capital Issues (Control) Act, 1947 – a price-control regime inherited from the colonial administration. The shift reflected a deeper political economy decision that followed the liberalisation programme of 1991: the government would no longer determine the price and volume of primary market issuances but would instead delegate market oversight to an independent regulator answerable to Parliament through the Ministry of Finance.

As of 2025, SEBI regulates more than 7,000 listed entities on the Bombay Stock Exchange and the National Stock Exchange, over 1,400 registered investment advisers, more than 90,000 registered stockbrokers, and several thousand mutual fund schemes with combined assets under management exceeding Rs 50 lakh crore. Its enforcement division issues approximately 600 to 800 orders per year across adjudication, direction, and disgorgement proceedings. The regulator publishes an annual report, releases quarterly bulletins, and issues circulars and consultation papers that constitute the primary source of regulatory guidance for market participants.

The following facts about SEBI, drawn from the SEBI Act, 1992 and SEBI’s official record, are the most frequently queried.

FactDetailSource
Constituted (non-statutory)12 April 1988, by Government of India resolutionSEBI, About SEBI, sebi.gov.in
Statutory powers from30 January 1992, on commencement of the SEBI Act, 1992SEBI Act, 1992 (Act No. 15 of 1992)
Governing statuteSEBI Act, 1992; Securities Contracts (Regulation) Act, 1956Ministry of Law and Justice
Head officeBandra Kurla Complex, MumbaiSEBI, Contact, sebi.gov.in
Regional officesKolkata, Chennai, Delhi, AhmedabadSEBI Annual Report 2023-24
ChairmanTuhin Kanta Pandey, since 1 March 2025SEBI press release, 1 March 2025
Parent ministryMinistry of Finance, Government of IndiaSEBI Act, 1992
Rule-making powerSection 30, SEBI Act, 1992SEBI Act, 1992
Penalty range, insider tradingRs 25 crore or three times the profit, whichever is higherSection 15G, SEBI Act, 1992

Background and founding

Pre-independence capital markets

The history of organised securities trading in India predates independence. The Bombay Stock Exchange (BSE), established in 1875 as a voluntary association of stock brokers, is one of the oldest exchanges in Asia. By the time of independence in 1947, the BSE and several regional exchanges operated without a statutory regulatory framework equivalent to that in more developed capital markets. The Securities Contracts (Regulation) Act, 1956 established a legal basis for the recognition and regulation of stock exchanges, but the substantive oversight of primary market issuances continued under the Capital Issues (Control) Act, 1947.

Capital Issues (Control) Act, 1947

The Capital Issues (Control) Act was enacted in 1947 as a wartime measure adapted for peacetime use in a planned economy. Under its provisions, the Controller of Capital Issues held the power to sanction every public issue of equity or debt. No company could make a public offer – or even a rights issue above a specified threshold – without the Controller’s approval of the price, quantum, and timing. The government used this power not merely to regulate markets but actively to direct capital flows into priority sectors and away from activities deemed speculative or undesirable.

The practical consequences of this framework were significant. Companies wishing to raise equity in India were forced through a slow, often opaque government approval process. The fixed-price model that the Controller imposed meant that popular issues were subscribed many times over and their shares immediately traded at a premium in secondary markets – a systematic transfer of value from issuers and long-term investors to those who received allotments. By the late 1980s, there was broad consensus that the system needed reform.

The 1988 non-statutory SEBI

SEBI was first constituted as a non-statutory body in 1988 by an administrative resolution of the Ministry of Finance. In this early form it had no power to make regulations or impose penalties; it could issue guidelines and circulars that were persuasive rather than binding. Its first chairman was S. A. Dave, and its initial focus was developing a code of conduct for market intermediaries and building capacity for the regulation of the rapidly growing mutual fund industry.

The Harshad Mehta scam and the SEBI Act, 1992

The proximate political catalyst for the SEBI Act was the securities market fraud orchestrated by stockbroker Harshad Mehta, which became public in April 1992. Mehta and associates had exploited weaknesses in the banking system’s inter-bank settlement mechanism – specifically the use of bank receipts (BRs) as collateral for short-term funds borrowed from banks – to divert approximately Rs 4,000 crore into the equity market. The Bombay Stock Exchange index (Sensex) rose more than 250 per cent between September 1991 and April 1992, then collapsed when the manipulation was exposed. Thousands of retail investors who had entered the market during the boom suffered substantial losses.

The Harshad Mehta episode demonstrated the inadequacy of the existing oversight framework: no single regulator had a clear mandate to monitor intermarket fund flows, broker conduct, and trading patterns simultaneously. The SEBI Act, 1992 was passed to remedy this. The Act received Presidential assent on 4 April 1992 and was notified on 12 April 1992. It gave SEBI statutory character, rule-making power, adjudicatory powers, and a budget financed by its own fees rather than government appropriations.


Organisational structure

The board

SEBI is governed by a board comprising:

  • a Chairman, appointed by the Central Government for a fixed term, typically three to five years, reappointable;
  • two members nominated by the Central Government from the Ministry of Finance (at least one from the Department of Economic Affairs and one from the Department of Financial Services);
  • one member nominated by the Central Government from the Ministry of Corporate Affairs;
  • one member nominated by the Reserve Bank of India; and
  • five other members, of whom at least three are whole-time members, all appointed by the Central Government.

The Chairman and the whole-time members constitute SEBI’s executive leadership. The board meets regularly to set regulatory policy, approve major enforcement actions, pass regulations, and review the market. Board decisions are taken by majority vote; in the event of a tied vote, the Chairman has a casting vote. Decisions of the board on regulatory questions are final subject to the appellate jurisdiction of the Securities Appellate Tribunal and the higher courts.

Departments and functional divisions

SEBI’s day-to-day operations are organised across more than twenty departments. The principal ones are:

DepartmentPrimary remit
Primary Market Department (PMD)Review of draft offer documents; ICDR regulation; listing conditions; SME IPO
Secondary Market Department (SMD)Stock exchange oversight; trading surveillance; circuit breakers; market design
Investment Management Department (IMD)Mutual funds; portfolio managers; alternative investment funds; REITs and InvITs
Integrated Surveillance Department (ISD)Market abuse detection; insider trading investigations; algorithmic trading oversight; data analytics
Enforcement Department (ED)Adjudication proceedings; recovery of penalties; debarment implementation
Legal Affairs Department (LAD)Appellate representation before SAT and High Courts; legislative drafting; consent order processing
Corporation Finance Department (CFD)Disclosure and listing obligations; takeover regulation; buybacks; related party transactions
Market Intermediaries Regulation and Supervision (MIRSST)Registration and inspection of brokers, sub-brokers, depository participants, investment advisers
Office of Investor Assistance and Education (OIAE)Investor grievance redressal; SEBI SCORES portal; investor education campaigns
Department of Economic and Policy Analysis (DEPA)Research, market microstructure analysis, policy evaluation
Foreign Portfolio Investors and Custodian (FPIC)Registration of FPIs; custodian regulation; cross-border investment framework

Regional and local offices

SEBI operates regional offices in Kolkata, Chennai, Delhi, and Ahmedabad. Each regional office is headed by a Regional Director with authority to conduct inspections, hold hearings, and coordinate with local exchanges and intermediaries. Additionally, SEBI maintains local offices in Jaipur, Bangalore, Guwahati, Bhubaneswar, Patna, Chandigarh, Kochi, and Hyderabad to extend the regulator’s physical presence across India’s diverse financial geography. Local offices primarily handle investor complaint processing and regional educational initiatives.

Securities Appellate Tribunal

The Securities Appellate Tribunal (SAT) is a quasi-judicial body constituted under Chapter VI of the SEBI Act, 1992 to hear appeals against orders of SEBI (including adjudication orders), orders of the Insurance Regulatory and Development Authority of India (IRDAI), and, since 2015, appeals in pension sector matters. SAT typically comprises a presiding officer (with the rank of a High Court judge) and two members. Its orders are appealable to the High Court on questions of law and thereafter to the Supreme Court.


Statutory powers

The SEBI Act, 1992 and the Securities Contracts (Regulation) Act, 1956 (as amended) together vest SEBI with four broad categories of power.

Rule-making and regulation

SEBI may make regulations on any matter concerning securities markets under Section 30 of the SEBI Act. Most regulations do not require prior governmental approval, though they are laid before Parliament within thirty days of notification and are subject to Parliamentary scrutiny. Regulations that create criminal penalties require Central Government approval. Since 1992, SEBI has issued more than sixty sets of regulations covering the full range of capital market activity.

SEBI also issues circulars and guidelines that have regulatory force as subordinate instruments under existing regulations. Circulars are the primary vehicle for operational changes, clarifications, and time-bound modifications to regulatory requirements. The SEBI Master Circular series, updated annually for each major regulatory domain, consolidates all operative circulars into a single reference document.

Investigation and inspection

Under Sections 11 and 11C of the SEBI Act, SEBI may call for records, inspect documents, and summon any person connected with a securities market transaction. Inspectors have the powers of a civil court for discovery and production of documents. SEBI does not have wiretap authority; it relies on digital trading record analysis, bank account tracing through court orders, information from depositories and exchanges, and inter-agency data sharing with the Enforcement Directorate, the Income Tax Department, and the Financial Intelligence Unit (FIU-IND) to build enforcement cases.

In cross-border investigations, SEBI is a signatory to the IOSCO Multilateral Memorandum of Understanding (MMoU) and operates bilateral memoranda of understanding with several foreign securities regulators, including the US SEC and the UK FCA, facilitating information exchange in market abuse and insider trading cases involving offshore structures.

Adjudication

Adjudicating officers appointed by SEBI under Section 15-I of the SEBI Act may impose monetary penalties for specific contraventions listed in Sections 15A through 15HB of the Act. Penalty maxima are:

  • for failure to furnish information, returns, or reports: Rs 1 lakh per day or Rs 1 crore, whichever is lower;
  • for failure to enter into an agreement with a client: Rs 1 lakh per day or Rs 1 crore;
  • for insider trading or front-running: Rs 25 crore or three times the profit, whichever is higher;
  • for market manipulation: Rs 25 crore or three times the profit, whichever is higher.

Orders of adjudicating officers are appealable to the SAT within forty-five days of the order.

Enforcement and disgorgement

Beyond adjudication, SEBI may issue directions under Section 11B of the SEBI Act including:

  • cease and desist orders;
  • disgorgement of unlawful gains (explicitly provided for since the Securities Laws (Amendment) Act, 2014);
  • debarment from the securities market for defined or indefinite periods;
  • suspension or cancellation of certificates of registration; and
  • impoundment of assets or attachment orders sought through civil courts.

Consent orders, introduced in 2007 under SEBI’s settlement mechanism, allow respondents to settle proceedings by paying a sum and undertaking compliance terms without admission or denial of guilt. Consent orders have become a frequently used enforcement tool; approximately 30 to 40 per cent of adjudication matters are concluded through the consent route.


Key regulations administered

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR)

The SEBI (ICDR) Regulations, 2018 are the principal substantive law governing public issuances of equity by Indian companies. Notified on 11 September 2018, they replaced the ICDR Regulations of 2009 and cover IPOs, FPOs, rights issues, bonus issues, preferential allotments, and qualified institutions placements. They prescribe two eligibility routes (a profitability route and a QIB route), mandate the filing of a Draft Red Herring Prospectus with SEBI for review, set price-band rules for book-built issues, and specify allotment norms across the QIB, NII (non-institutional investor), and retail categories. A concise overview appears in the companion article SEBI ICDR Regulations summary .

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR)

The LODR Regulations govern the continuing obligations of listed entities. They require quarterly financial results to be filed within forty-five days of the close of each quarter, disclosure of price-sensitive information – defined as any information that is material – on an “immediate” basis (in practice, within twenty-four hours), annual corporate governance reports, and detailed related party transaction disclosures. The LODR regulations also implement SEBI’s policies on independent directors, board committee composition, and related party transaction approvals.

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST)

The SAST Regulations, commonly called the Takeover Code, require any acquirer who crosses – or intends to cross – 25 per cent shareholding in a listed company to make a mandatory open offer for an additional 26 per cent of the total shares at a regulated formula price. An acquirer already holding between 25 per cent and 75 per cent must make an open offer if acquiring more than 5 per cent in a financial year. The regulations are modelled broadly on the UK City Code on Takeovers and Mergers, with Indian adaptations. SEBI (rather than a separate Takeover Panel) adjudicates SAST disputes.

SEBI (Mutual Funds) Regulations, 1996

These regulations govern the constitution, investment mandates, portfolio constraints, NAV computation methodology, distribution practices, and investor disclosure obligations of mutual funds in India. All mutual funds must be constituted as trusts and must operate through an independently constituted Asset Management Company (AMC) and a separate board of trustees. The trustees owe a fiduciary duty to unitholders and must independently monitor the AMC’s compliance with the trust deed and regulations. Amendments in 2022 introduced mandatory stress-testing disclosures for small- and mid-cap equity funds in response to regulatory concern about potential redemption-driven liquidity stress.

SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT)

The 2015 PIT Regulations replaced the 1992 insider trading rules and substantially strengthened the regulatory framework. Key innovations included:

  • a broader definition of “connected person” extending liability beyond directors and key managerial personnel to any person who could reasonably be expected to have access to unpublished price-sensitive information (UPSI);
  • mandatory maintenance by every listed entity of a digital structured database of all persons in possession of UPSI;
  • formal “closure windows” preventing insiders from trading in the fourteen days before and forty-eight hours after the publication of financial results; and
  • a structured “trading plan” provision through which insiders may pre-schedule trades under a publicly disclosed plan, providing a safe harbour if the plan was established during an open trading window.

SEBI (Investment Advisers) Regulations, 2013 (IA)

The IA Regulations require any person providing investment advice for consideration to register with SEBI, maintain a minimum net worth, satisfy qualification requirements, maintain appropriate records, and completely segregate advisory income from distribution income. Amendments in 2020 introduced a client-level rather than entity-level segregation model: a SEBI-registered investment adviser (RIA) may neither distribute financial products nor receive distribution commissions in respect of any client who receives investment advice. This change addressed widespread conflicts of interest that had existed in the earlier hybrid advisory-distribution model.

SEBI (Alternative Investment Funds) Regulations, 2012 (AIF)

SEBI developed a framework for Alternative Investment Funds – including venture capital funds, private equity funds, hedge funds, and infrastructure funds – starting with the AIF Regulations in 2012. The regulations introduced a three-category framework:

  • Category I AIFs: funds investing in start-ups, SMEs, social ventures, and infrastructure;
  • Category II AIFs: private equity and debt funds that do not use leverage; and
  • Category III AIFs: funds that employ complex trading strategies and may use leverage, including hedge funds.

Amendments in 2023 and 2024 tightened “look-through” requirements to prevent registered AIFs from being used as conduits to circumvent downstream foreign direct investment restrictions. SEBI also proposed and partially implemented mandatory dematerialisation of AIF units and valuation standardisation requirements.


Market infrastructure and development role

Stock exchanges

SEBI recognises stock exchanges under the Securities Contracts (Regulation) Act, 1956. The two dominant exchanges are the Bombay Stock Exchange (BSE), the oldest exchange in Asia, and the National Stock Exchange of India (NSE), established in 1992 and by turnover typically the largest exchange in the world by equity derivatives volume. SEBI prescribes the governance requirements of exchanges (including requirements for public shareholding in exchange entities, fit-and-proper requirements for owners, and limits on cross-holdings) and approves exchange by-laws and listing conditions.

SME exchanges: SEBI created dedicated SME platforms – BSE SME and NSE Emerge – to allow small and medium-sized enterprises to access public capital at lower listing costs and with lighter continuing compliance requirements than the main board.

Depositories

Two depositories operate in India under SEBI’s oversight: the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). SEBI regulates both depositories and their participant network (depository participants, or DPs) under the SEBI (Depositories and Participants) Regulations, 2018. Dematerialisation is mandatory for all listed securities in India; physical share certificates may no longer be traded on exchanges.

Clearing corporations

SEBI regulates clearing corporations – primarily NSE Clearing Limited (formerly NSCCL) and BSE’s Indian Clearing Corporation Limited (ICCL) – which act as central counterparties (CCPs) to all exchange trades, guaranteeing settlement. The 2012 reforms required exchanges to separate their clearing function into a distinct legal entity, enhancing financial ring-fencing.

Market data and transparency

SEBI requires exchanges to provide real-time market data on a non-discriminatory basis and regulates the licensing terms on which exchanges may provide co-location facilities and market data feeds to algorithmic trading firms. SEBI’s 2016 consultation paper on algorithmic trading and 2021 circular on co-location resulted in requirements for random-order matching and equal latency access to curb predatory high-frequency trading strategies.


Recent reforms

T+1 settlement cycle (2023)

India became one of the first major markets globally to achieve T+1 (trade plus one day) settlement for listed equities. The implementation was phased over twelve months, with the NSE completing the transition for all equities on 27 January 2023. The shift reduced counterparty risk and the margin requirements that clearing members impose on brokers by shortening the settlement window compared to the T+2 cycle that had prevailed since 2003. The transition required substantial coordination between SEBI and the Reserve Bank of India to ensure that the banking system’s intraday liquidity provision supported the shorter settlement timeline without creating systemic funding stress.

T+3 IPO listing (2023)

SEBI mandated that new IPO listings must occur within three working days of issue close (T+3), effective 1 September 2023 for all mainboard issues. The previous standard was T+6. The compressed timeline reduces the period for which ASBA-blocked funds are unavailable to applicants and reduces the exposure of applicants to market risk between issue close and trading commencement.

Derivatives market reform (October 2024)

In October 2024, SEBI implemented a package of measures to address concerns about retail investor losses in the equity index options market. The reforms were preceded by a detailed SEBI study published in September 2024 showing that approximately 93 per cent of individual futures and options traders incurred net losses in the three financial years from FY2022 to FY2024, with aggregate net losses exceeding Rs 1.8 lakh crore. The measures included:

  • raising the minimum contract value for index options and futures from Rs 5 lakh to Rs 15 lakh notional;
  • limiting weekly option contract expiries to one benchmark index product per exchange (eliminating the proliferation of weekly expiry products on sectoral and other indices);
  • levying a higher “tail risk” margin on short option positions on the expiry date when gamma risk is highest; and
  • requiring upfront collection of option premiums from buyers at the time of trade, eliminating the implicit credit that brokers had previously extended.

The reforms were controversial. Exchanges and brokers argued that they would reduce liquidity in the derivatives market and shift volumes offshore. SEBI maintained that the reforms were proportionate to the documented retail investor harm.

SEBI Innovation Sandbox and regulatory tech

SEBI launched a regulatory sandbox in 2019, allowing fintech entities to test regulated securities market products in a controlled environment without full regulatory compliance. Several robo-advisory and algorithmic strategy platforms have used the sandbox. The programme reflects a broader shift in SEBI’s approach from purely prescriptive regulation to a more adaptive “test and learn” model for new technology in markets.


Enforcement actions and notable cases

Harshad Mehta scam (1992-1993)

The securities manipulation by Harshad Mehta, which became public in April 1992, was SEBI’s first major enforcement challenge. The Special Court constituted under the Special Courts (Trial of Offences Relating to Transactions in Securities) Act, 1992 handled criminal prosecutions, while the newly statutory SEBI issued debarment directions. The scam revealed the absence of surveillance systems for intermarket fund flows and led to structural changes in the settlement system, culminating in the establishment of the electronic dematerialised settlement infrastructure in the 1990s.

Ketan Parekh manipulations (1999-2001)

Stockbroker Ketan Parekh orchestrated one of India’s largest post-SEBI market manipulation episodes, using bank credit channelled through cooperative banks to support prices of a select group of technology, media, and telecommunications stocks, known as “K-10” stocks, during the global technology bubble of 1999-2001. The BSE Sensex’s technology component rose sharply and then collapsed. SEBI debarred Parekh from the securities market for fourteen years (extended further by subsequent proceedings) and the episode produced regulatory changes including circuit breaker mechanisms on individual securities and tighter limits on broker borrowing against client securities.

Satyam Computer Services (2009)

Following the chairman B. Ramalinga Raju’s public admission in January 2009 of a Rs 7,136 crore accounting fraud at Satyam Computer Services, SEBI suspended trading in Satyam shares, coordinated with the Ministry of Corporate Affairs to reconstitute the board, and liaised with the Serious Fraud Investigation Office (SFIO) and the CBI on criminal investigation. The episode defined the boundary of SEBI’s jurisdiction: the securities regulator could act on the disclosure and market integrity dimensions but accounting fraud fell primarily to the SFIO and the Institute of Chartered Accountants of India (ICAI). Satyam was subsequently acquired by Tech Mahindra through a government-supervised process.

Sahara Group (2012-2013)

The Sahara Group collected funds from millions of investors through optionally fully convertible debentures (OFCDs) that the group characterised as not requiring SEBI registration. SEBI took the view that the OFCDs constituted a public issue subject to the ICDR framework. The dispute reached the Supreme Court, which ruled in SEBI’s favour in 2012 and 2013, directed the Sahara entities to deposit approximately Rs 24,000 crore with SEBI for refund to investors, and issued contempt proceedings against the group’s chairman Subrata Roy. Enforcement of the order – including the identification and payment of millions of scattered small investors – has been a prolonged process that continued through the mid-2020s.

NSEL scam (2013)

The National Spot Exchange Limited (NSEL), promoted by the Financial Technologies group, operated a commodity spot trading platform that collapsed in 2013, leaving a payment default of approximately Rs 5,600 crore to thousands of investors. SEBI’s jurisdiction over NSEL was contested – it was a spot exchange and thus fell primarily under the Forward Markets Commission and the state governments – but the episode raised questions about regulatory coordination that contributed to the subsequent merger of the Forward Markets Commission into SEBI in 2015.

Amalgamation of the Forward Markets Commission (2015)

The Forward Markets Commission (FMC), which had regulated commodity futures trading since 1953, was merged into SEBI on 28 September 2015 following the Securities Laws (Amendment) Act, 2014. The merger ended decades of fragmented regulation of financial commodity derivatives (under SEBI via NSE and BSE) and physical commodity futures (under FMC via MCX and NCDEX). Post-merger, SEBI regulates all exchange-traded derivatives.

Front-running cases (2020-2024)

SEBI pursued several large-scale front-running investigations against fund managers and dealers at prominent mutual funds. Front-running involves trading ahead of a large institutional order (for the fund’s portfolio) using knowledge of the order’s existence and timing. SEBI’s investigations relied on surveillance data from exchanges and depositories, call data records obtained through court orders, and inter-agency data from FIU-IND. Disgorgement orders in multiple cases ranged from a few crore rupees to several hundred crore rupees, and several fund managers were debarred.


Comparison with the US Securities and Exchange Commission

SEBI’s structure and mandate are broadly modelled on the US Securities and Exchange Commission (SEC), established in 1934. The two institutions share a disclosure-based regulatory philosophy: neither approves the merits of an investment, but both require that investors receive adequate, truthful information. Key differences include:

DimensionSEBIUS SEC
Legal foundationSEBI Act 1992; SCRA 1956Securities Act 1933; Securities Exchange Act 1934
Criminal prosecutionReferred to CBI / ED; SEBI has no independent prosecution powerReferred to DoJ; SEC lacks prosecution authority but works closely with US Attorneys
Self-regulatory organisationsBSE and NSE hold SRO status; no independent broker SROFINRA is primary SRO for broker-dealers; national exchanges are SROs
Whistleblower rewardInformal scheme only; formal rules under developmentStatutory programme under Dodd-Frank (2010); awards of 10-30% of sanctions above $1 million
Settlement modelConsent orders since 2007; no-admit-no-deny; payment of settlement amountAdministrative settlements; no-admit-no-deny standard since 2012 in most cases
Derivatives oversightSEBI since FMC merger 2015CFTC for commodity and interest rate derivatives; SEC for securities-based swaps
Exchange ownershipNSE and BSE are listed companies; SEBI sets 5% ownership limits per entityExchanges are for-profit entities; NYSE is owned by Intercontinental Exchange
Settlement cycleT+1 since January 2023T+1 since May 2024

A structural difference of considerable practical importance is that SEBI must refer criminal matters to the Central Bureau of Investigation or the Enforcement Directorate. Unlike the US Department of Justice’s close partnership with the SEC in securities fraud prosecutions, India’s inter-agency coordination in securities crime has historically been slower and less integrated.


Controversies

The consent order mechanism enables respondents to settle regulatory proceedings by paying a specified sum without admitting or denying SEBI’s findings. Critics – including some members of the Parliamentary Standing Committee on Finance – have argued that sophisticated market participants can effectively “purchase” resolution of enforcement matters at a fraction of the investor harm caused. Academic studies have found that Indian consent settlements are typically concluded at values well below estimated harm, and that repeat violations by the same entities are not uncommon. SEBI has defended the mechanism as necessary to manage its enforcement workload and to provide rapid resolution in cases where guilt is difficult to prove to the standard required for adjudication.

Regulatory boundary with the RBI

The jurisdictional boundary between SEBI and the Reserve Bank of India has been a source of periodic regulatory friction. Key contested areas have included:

  • hybrid instruments (perpetual bonds, masala bonds, non-convertible debentures with equity conversion features) where both debt and equity regulation have arguable application;
  • borrowing by Foreign Portfolio Investors against their Indian equity holdings;
  • interest rate and currency derivatives traded on stock exchanges;
  • the regulation of commodity derivatives with a financial settlement; and
  • the treatment of corporate bond repo transactions.

A High-Level Committee on Capital Markets was constituted in 1999 to establish principles for SEBI-RBI jurisdiction sharing, and a Joint Coordination Committee meets periodically. Nevertheless, turf disputes have occasionally required Finance Ministry intervention.

Hindenburg Research report and Adani controversy (2023-2024)

In January 2023, the US short-seller Hindenburg Research published a detailed report alleging governance failures, stock price manipulation, and undisclosed related-party transactions at the Adani Group, one of India’s largest conglomerates. The Adani Group denied all allegations. The report triggered a significant fall in Adani group stock prices and prompted the Supreme Court of India to constitute an expert committee to assess SEBI’s regulatory response and, separately, to direct SEBI to submit its own investigative findings.

SEBI conducted an investigation and, in its reports to the Supreme Court, concluded that it had not found sufficient evidence of stock price manipulation in Indian markets. The Supreme Court’s January 2024 order found no grounds to transfer the investigation from SEBI but noted limitations in SEBI’s ability to trace beneficial ownership through offshore fund structures. The episode drew sustained attention to the adequacy of India’s beneficial ownership disclosure requirements and to the cross-border dimensions of India’s securities regulation.

Allegations against the SEBI Chairman (2024)

In August 2024, Hindenburg Research published allegations relating to personal investments by the then SEBI Chairperson Madhabi Puri Buch and her spouse in offshore funds that were, Hindenburg alleged, connected to entities under SEBI investigation. SEBI and the Chairperson issued detailed rebuttals. The episode led to calls from opposition political parties for a parliamentary inquiry and a parliamentary standing committee hearing. Buch completed her three-year term and was succeeded by Tuhin Kanta Pandey on 1 March 2025.


Organisational leadership

PeriodChairman
1988-1990S. A. Dave (non-statutory era)
1990-1994G. V. Ramakrishna
1994-1995S. S. Nadkarni
1995-2002D. R. Mehta
2002-2005G. N. Bajpai
2005-2008M. Damodaran
2008-2011C. B. Bhave
2011-2017U. K. Sinha
2017-2022Ajay Tyagi
2022-2025Madhabi Puri Buch
2025-presentTuhin Kanta Pandey

Madhabi Puri Buch assumed office on 2 March 2022 and was the first woman to chair SEBI. She served as a whole-time member of SEBI before her appointment as chairperson and, before joining SEBI in 2017, had a career in private equity and financial services. Her three-year tenure was marked by the completion of the T+1 settlement transition, the T+3 IPO listing reform, the derivatives market overhaul of October 2024, and the public controversy arising from the Hindenburg allegations.

Tuhin Kanta Pandey took charge as Chairman on 1 March 2025 for a three-year term, succeeding Buch. A 1987-batch Indian Administrative Service officer, he served as Finance Secretary and Secretary of the Department of Investment and Public Asset Management before his appointment, having earlier overseen the disinvestment of Air India and the listing of the Life Insurance Corporation of India.


Investor grievance redressal

Retail investors with unresolved complaints against SEBI-registered intermediaries may file through the SEBI SCORES portal (SEBI SCORES ), an online complaint management system launched in 2011 and upgraded to SCORES 2.0 in 2023. SCORES routes complaints to the relevant intermediary, which has fifteen working days to respond. Unresolved complaints may be escalated to a designated body (such as a stock exchange for broker complaints) and then to SEBI’s OIAE. A detailed procedural guide appears in SEBI SCORES investor grievance . Complaints that cannot be resolved through the administrative SCORES pathway may be taken to the SMART ODR (Online Dispute Resolution) platform for conciliation or arbitration.


International engagements

SEBI is a member of the International Organisation of Securities Commissions (IOSCO) and is a signatory to the IOSCO MMoU, which facilitates cross-border information exchange in market abuse investigations. SEBI is an affiliate member of the Financial Stability Board (FSB) in coordination with the Reserve Bank of India, and its officials participate in the IOSCO Technical Committee and various IOSCO working groups.

SEBI has also entered bilateral cooperation agreements with over forty foreign securities regulators, including the US SEC, UK FCA, Hong Kong SFC, Singapore MAS, and the German BaFin. These agreements are essential for insider trading and market manipulation investigations involving transactions in Indian securities by entities domiciled or operating through accounts in foreign jurisdictions.


References

  1. Securities and Exchange Board of India Act, 1992 (Act No. 15 of 1992). Ministry of Law and Justice, Government of India.
  2. Capital Issues (Control) Act, 1947 (Act No. 29 of 1947). Repealed 1992.
  3. Securities Laws (Amendment) Act, 2014. Ministry of Finance, Government of India.
  4. SEBI Annual Report 2023-24. Securities and Exchange Board of India, Mumbai.
  5. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. SEBI/LAD-NRO/GN/2018/31, dated 11 September 2018.
  6. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. SEBI/LAD-NRO/GN/2015/26.
  7. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. SEBI/LAD/NRO/GN/2011-12/06.
  8. SEBI (Prohibition of Insider Trading) Regulations, 2015. SEBI/LAD-NRO/GN/2014-15/21.
  9. SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2021/643, dated 9 September 2021. Phase-wise implementation of T+1 settlement.
  10. SEBI Study: “Analysis of Profit and Loss of Individual Traders Dealing in Equity F&O Segment.” Securities and Exchange Board of India, September 2024.
  11. Supreme Court of India. Sahara India Real Estate Corporation Ltd. v. Securities and Exchange Board of India, (2013) 1 SCC 1.
  12. Supreme Court of India. Order in Writ Petition (Civil) No. 162 of 2023 (Adani-Hindenburg matter), 3 January 2024.
  13. SEBI. Consultation Paper on Measures to Strengthen the Equity Index Derivatives Framework, July 2024.
  14. SEBI. “Consent Order – Procedural Guidelines.” SEBI Circular, CIR/EFD/1/2012, dated 25 May 2012.
  15. Securities Contracts (Regulation) Act, 1956 (Act No. 42 of 1956). Ministry of Law and Justice.
  16. SEBI (Alternative Investment Funds) Regulations, 2012. SEBI/LAD-NRO/GN/2012-13/05.
  17. International Organisation of Securities Commissions (IOSCO). “IOSCO Multilateral Memorandum of Understanding (MMoU).” iosco.org.

Frequently asked questions

What is SEBI?
The Securities and Exchange Board of India (SEBI) is the statutory regulator of the securities market in India. It was constituted on 12 April 1988 and given statutory powers from 30 January 1992 under the SEBI Act, 1992. SEBI protects the interests of investors in securities and regulates and develops the securities market, with its head office in Mumbai.
Who regulates the stock market in India?
SEBI regulates the stock market in India. It recognises and supervises stock exchanges under the Securities Contracts (Regulation) Act, 1956, and oversees brokers, listed companies, mutual funds, and other intermediaries under the SEBI Act, 1992. The two principal exchanges it regulates are the Bombay Stock Exchange and the National Stock Exchange.
When was SEBI established?
SEBI was first constituted as a non-statutory body on 12 April 1988 by a resolution of the Government of India. It became a statutory body when the provisions of the SEBI Act, 1992 (Act No. 15 of 1992) came into force on 30 January 1992.
Who is the SEBI Chairman?
Tuhin Kanta Pandey is the Chairman of SEBI. He took charge on 1 March 2025 for a three-year term, succeeding Madhabi Puri Buch. A former Finance Secretary, he is the senior-most member of the SEBI board, which also includes whole-time members and nominees of the Government of India and the Reserve Bank of India.
What does SEBI do?
SEBI makes regulations for the securities market under Section 30 of the SEBI Act, 1992, registers and inspects intermediaries, investigates market abuse and insider trading under Sections 11 and 11C, adjudicates contraventions and imposes penalties under Sections 15A to 15HB, and issues directions including disgorgement and debarment under Section 11B. It administers the ICDR, LODR, SAST, PIT, mutual fund, and AIF regulations, among others.
What is the difference between SEBI and RBI?
SEBI regulates the securities market: stock exchanges, listed companies, brokers, mutual funds, and investment advisers, under the SEBI Act, 1992. The Reserve Bank of India is India’s central bank and regulates banks, non-banking financial companies, the payments system, and foreign exchange. The two coordinate through a Joint Coordination Committee and the Financial Stability and Development Council.

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The WebNotes Editorial Team covers Indian capital markets, payments infrastructure and retail investor procedures. Every article is fact-checked against primary sources, principally SEBI circulars and master directions, NPCI specifications and the official support documentation published by the intermediary in question. Drafts go through a second-pair-of-eyes review and a separate compliance read before publication, and revisions are tracked against the SEBI and NPCI rule changes referenced in the methodology section.

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