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ARTICLE · 07 JULY 2026

No UPSI Is Not The End Of Inquiry: Code Breaches, Internal Controls And Consequences

Corporate Professionals - Advisors & Advocates
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A trading window email is missed. A designated person trades through a family account. A contra transaction is noticed only when the exchange asks for trade details. A pre-clearance approval form is signed without testing past trades. An SDD entry is incomplete. A senior executive is involved, and the compliance team is unsure who should inquire. The company has a code, but no real process to identify the breach, examine it fairly, decide the consequence and close the record.

IndiaCorporate/Commercial Law
Ravi Prakash
Ravi Prakash
Kriti Karn
Kriti Karn
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“Does the company’s control system work when it matters?”

A trading window email is missed. A designated person trades through a family account. A contra transaction is noticed only when the exchange asks for trade details. A pre-clearance approval form is signed without testing past trades. An SDD entry is incomplete. A senior executive is involved, and the compliance team is unsure who should inquire. The company has a code, but no real process to identify the breach, examine it fairly, decide the consequence and close the record.

This is where many listed companies face difficulty. The issue is not limited to proving or disproving insider trading. General Counsels, Company Secretaries, Legal Heads, CFOs, Compliance Officers, Independent Directors and Audit Committee members may have to answer a more uncomfortable set of questions. Was the person correctly identified as a designated person? Were immediate relatives mapped? Was the pre-clearance system working, or was it a

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