Insider

Trading
AUDITING AND CORPORATE
GOVERNANCE
CONCEPT OF INSIDER TRADING
When any person who is connected with the company buys/sells the securities of
the company on the basis of unpublished price sensitive information known to him
and with the purpose of private gain, its called insider trading.

Price sensitive information may relate to the future plans, policies, programmers
or financial results of the company which is likely to influence prices at the stock
market.

It is breach of a fiduciary duty or other relationship of trust, and confidence. it is

a crime if made to get wrongful gain or avoid losses.
INSIDER & CONNECTED
PERSON
 Insider is the person who is “connected” with the
company , who could have the unpublished price
sensitive information or receive the information from
somebody in the company.
 Connected Person is
1. Any person who is or has been associated with
company, in any manner, during the six months prior
to the concerned act:
2. An immediate relative to the connected person.
3. A banker of the company.
4. An official of stock Exchange or of clearing
corporation.
5. A holding/associate/subsidiary company.
  Corporate officers, directors ,and employees who
traded the corporations securities after learning
of significant, confidential corporate

WHO ARE developments.

INSIDER  Friends, business associates, family members and

TRADERS? employees of law, banking and brokerage firms

who were given such information to provide
services to the corporation whose securities they
traded.
Insider Trading: Privileged
Information

Privileged Information is defined as:

“Information of a precise nature which has not been made
public, relating, directly or indirectly, to one or more issuers
of financial instruments or to one or more financial
instruments and which, if it were made public, would be likely
to have a significant effect on the prices of those financial
instruments or on the price of related derivative financial
instruments”.
Same concept applies to every type of financial instrument.
A clearer definition of privileged information helps
companies to know what has to be publicly disclosed and
therefore prevents risk of insider trading.
Insider Trading & Corporate Governance

Insider trading has many governance implications,

affecting:
 The organization of companies;
 The duties of directors of managing boards and
supervisory boards and other corporate insiders;
 The permitted flow of information within
companies;
 The disclosure duties imposed to companies.
The main problem in insider trading is conflict of
interests and the misuse of power –in this case it relates
to the power over privileged information.

Therefore, there is a strong connection between

corporate governance and insider trading.
Insider Trading: Timely & Sufficient Disclosure

Companies must inform the

Greater concern with
public as soon as possible of There should not Selective
disclosure duties regarding
inside information which Disclosure;
privileged information.
directly concern them.

Internet facilitates quick and

Public access to information Imposes duty to disclose such
cost-effective communication
concerning such transactions information on the
of price sensitive information
as soon as possible company’s website.
to the public.
ADVANTAGES OF INSIDER
TRADING

 Mass security transaction could well be done by big

institutional traders without impacting price
movements.
 Tiny investors to benefit immensely from this sort of
trading activities yet this has been an issue of huge
debate.
 Benefits the institutional buyers to purchase
securities at a fixed floor price or even sell the same as
the fixed price on that date rather than get stuck in the
unpredictability of the market.
DISADVANTAGES OF
INSIDER TRADING

 Stockbrokers, informers and frauds

manipulate the security markets by leaking
information.
 Spread out rumor about a insider transaction.
 Enhance the risk for stock market crash.
 Leads to a decrease in the overall trust in the
market.
Evolution of Law

1992 2002 2008

—
Securities & Exchange —
SEBI (PIT) (Amendment) —
SEBI (PIT) (Amendment)
Board Of India Act Regulations Regulations

—
SEBI (Insider Trading) —
SEBI (PIT) (Amendment) —
SEBI (PIT) (Amendment)
Regulations Regulations Regulations

1992 2003 2011

 Rakesh Agrawal v. SEBI
MANU/SB/0208/2003
 Rakesh Agarwal, MD of ABS Industries Ltd. (ABS), was involved in negotiations with
Bayer A.G (a company registered in Germany), regarding their intentions to takeover
ABS.
 Insider trading transaction:- Rakesh Agarwal, through his brother in law, Mr. I. P.
Kedia had purchased shares of ABS from the market and tendered the said shares in
the open offer made by Bayer thereby making a substantial profit and thus was held
for acting in violation of Regulation 3 and 4 of the Insider Trading Regulations
Hon’ble SAT held that:
 Dealing in securities while possessing the unpublished price
sensitive Information is not sufficient to hold the appellant guilty.
 The dealing should result in an advantage to him ,which according to the
SEBI'S investigation did not.
 The law prohibits the gaining of the unfair advantage by the insider.
 The appellant has acted in the interest of the company and was not held guilty, as
per the SEBI'S judgement.
 DSQ Holdings Ltd. vs. SEBI
(Decided on 15.10.2004 SAT)

 DSQB (earlier Usta Te Biotech Ltd.) was originally promoted by KND Engineering &
Technologies Ltd., jointly with Tamil Nadu Industrial Development Corporation. The
erstwhile management in DSQB entered into an agreement in April, 1994 with
Square ‘D’ group promoted by Shri Dinesh Dalmia. Soon thereafter, the new
management announced a rights issue which opened for subscription on
03/07/1995 and closed on 02/08/1995.
 Insider trading transaction:- The appellants were found to have traded in the
securities of the DSQB during August, 1994 to September, 1994 and also after the
closure of the Rights issue while possessing UPPSI .

SAT held that the matters regarding the Rights issue of DSQB was first discussed in
the Board Directors Meeting on 30/07/1994. Thus the period between 31/07/1994
to 30/09/1994 was the period under the price information on the Rights issue was
"unpublished and price sensitive“.
 Dilip S Pendse vs. SEBI
(Decided on 20.11.2008 SAT)

 Mr. Dilip Pendse was director of Tata Finance Ltd and Niskalp Investments and
Trading Co. Ltd. which is subsidiary of Tata Finance Ltd. Mr. Talaulikar was also
director of the above companies. TFL came out with rights issue between 30-3-2001
and 30-4-2001. It was observed that Niskalp, a subsidiary of TFL, had suffered huge
losses which was not disclosed in the Letter of Offer leading to failure of offer.
 Insider Trading Transaction: Mr. Talaulikar transferred his family shares on 4- 4-
2001 at a higher price to TATA'S NITCL while possessing UPSI that Niskalp had
suffered losses. It was alleged Mr. Pendse was guilty of Counseling and
arranging transfer of shares while in possession of UPSI.
SAT held that -
 - Mr. Pendse and Mr. Talaulikar are both professionals and were insiders therefore,
Mr. Talaulikar required no advise from the Mr. Pendse as alleged.
 - Mr. Talaulikar is responsible as he was the director of Niskalp at the time when the
funds were transferred.
 Samir C Arora vs. SEBI
(decided by SAT on15-10-2004)

 The merger of Digital Globalsoft (DGL) and HP ISO (Hewlett Packard) was proposed. Digital appointed
Bansi Mehta and Co. to recommend merger ratio. The merger ratio was discussed in the Board Meeting of
DGL on May 12, 2003. The Board, however, did not announce the merger and decided to seek fairness
opinion from a third party. Later on, on June 6, 2003 the merger ratio was announced. This resulted in fall
of price of the DGL scrip from Rs. 500.50 to Rs. 371/-.
 Insider trading Transaction: The Appellant was alleged to have sold the entire holdings of Alliance
Capital Mutual Fund & Alliance Capital Management LP between May 8, 2003 and May 12, 2003 while
possessing UPPSI.
The Hon’ble SAT held that
 Information accessed was not correct information.
 There was nothing to show how the information generated by Shri Bansi Mehta could have reached the
Appellant, particularly when SEBI has nowhere doubted the credentials of Shri Bansi Mehta and
Soonawala.
 Several other funds had also sold the same scrip in the same month in substantial numbers
 Rajiv B. Gandhi, Sandhya R. Gandhi & Amishi B. Gandhi Vs. SEBI
[2008] 84 SCL 192(SAT)

 Rajiv B. Gandhi (Gandhi) appellant No. 1 is the Company Secretary and Chief Financial
Officer of Wockhardt Limited (for short the company). Sandhya Gandhi appellant No.
2 is his wife and Amishi Gandhi (appellant No. 3) is his sister.
 Insider trading transaction:- The appellants had sold 3600 shares on 21.1.1999 (before
the board meeting held on April 22, 1999 at 11.30 a.m. called for demerger) and
22.1.1999 (in the first half hour before the market could react to the news) on the
basis of unpublished price sensitive information.
The Hon’ble SAT held that
 The words “on the basis of” are significant and mean that the trades executed should
be motivated by the information in possession of the insider.
 Facts necessary to establish the contrary being especially within the knowledge of the
insider, the burden of proving those facts is upon him.
 HLL-BBLIL MERGER

 The case primarily involves 4 parties namely Unit Trust of

India(UTI),Hindustan Lever Limited(HLL),Brooke Bond Lipton India
Limited (BBLIL)and Securities &Exchange Board of India (SEBI).
 SEBI , suspecting insider trading, conducted enquiries.
 In August 1997 , SEBI charged HLL of insider trading by using
Unpublished Price-Sensitive Information.
 HLL bought 8 lakh shares of BBLIL from UTI at Rs.350.35 per share
(At a premium of 9.5% of ruling market price of Rs.320) just two
weeks before the formal announcement knowing that the HLL and
BBLIL were going to merge.
 SEBI held that HLL was using unpublished price-sensitive information
to trade , and was therefore guilty of insider trading.
 In March 1998 , SEBI passes an executive order, which sent shock
waves through the country’s corporate order.
 SEBI penalized HLL with Rs. 34 million in compensation, and also
initiated criminal proceedings against the five directors of HLL and
BBLIL.
 HLL appealed against the SEBI verdict to the Union Ministry of
Finance.
 HLL contended that before the transaction ,the merger was the subject
of wide speculation by the market and the media.
 After the formal announcement ,press articles mentioned that the
merger was no surprise to anyone.
 HLL pointed out the shares of BBLIL moved up from Rs.242 to 320
between January and March, before the transaction, indicating that the
merger was “generally known information”.
 HLL claimed that the purpose of the purchase of shares was to enable
Unilever to acquire 51% shares of BBLIL.
 In July 1998, the Appellate Authority of the Finance Ministry
dismissed the SEBI order.
 However, SEBI order was correctly based on a simple proposition of
Law : what can not be done “directly” cannot be done “indirectly”.
Need for Regulating Insider Trading

 Insider trading undermines investors confidence in the fairness and integrity of the
stock market. This is known as market stability theory.
 If the insider uses the confidential information for personal gains, he or she would
be misappropriating a public good for private gain. This is called the
misappropriation theory.
 The insider should be prohibited from dealing in the markets with unsuspecting
investors because he/she has an unfair advantage knowledge.
Penalties

 Monetary Penalty: Section 15G of the act imposes

penalty of at least Rs.10lacs,which may extend to Rs.25
Crore or three times of profits made out of insider
trading whichever is higher.

 Imprisonment: Section 24 of SEBI Act even goes to

the extent of imprisonment upto 10 years or fine upto
25 Crore, or both, for any offences pertaining
to contravention of the provisions of the Act.

This Photo by Unknown author is licensed under CC BY-NC.

 Conclusion

INSIDER TRADING is the misuse of privileged position & breach of trust and hence
can disturb whole structure of Securities Market. It can also be a big menace for
small investors as they can lose their hard earned money in the hands of corporate
insiders, hence its effective prevention is very significant.
 The importance of policing insider trading has assumed
international significance as regulators attempt to boost the confidence of
investors.
 Prevention of Insider trading is necessary to create a Level Playing Field
for Investors in Capital Market
 Effective measures to prevent Insider Trading would create trust & confidence
among the Investor Communities and help to develop securities market.

181148 – Anant Goyal

181153 – Guneet Singh