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Securities Markets Code 2025: Key Changes to SEBI Law

27 December 20251 min read
BANKING & FINANCESecurities MarketsCode 2025: KeyChanges to SEBILaw27 December 2025safalsetu.com

Why in the news

A consolidating code to overhaul securities regulation was sent for detailed committee scrutiny, raising both gains and concerns about SEBI’s powers.

Key facts

  • Laws subsumed: Securities Contracts (Regulation) Act 1956, SEBI Act 1992 and Depositories Act 1996.
  • Board: strength raised from 9 to 15; up to six independent part-time members; wider conflict-of-interest definition, with the Centre able to remove members whose conflicts hurt SEBI’s working.
  • Adjudication: officers must be whole-time members or SEBI officers; an adjudicator cannot have probed the same case earlier.
  • Limitation: eight years from the alleged offence, except for systemic market impact or cases referred by investigating agencies.
  • Penalties: more monetary penalties, but imprisonment stays for serious offences such as insider trading, fraud and price manipulation.
  • Investor protection: compulsory grievance redress, an ombudsperson appointed by SEBI and an Investor Charter.
AreaProposal
SEBI board9 to 15; up to six independent part-time members
Investigation windowEight years, with exceptions
Penalty approachMore monetary penalties; jail for serious offences
PMLA linkMarket abuse can attract ED investigation
MIIsFrame bye-laws; may get delegated registration powers
InvestorsGrievance redress, ombudsperson, Investor Charter

Assessment

  • Positives: a unified framework, broader conflict safeguards, clearer investigation timelines and stronger investor protection.
  • Concerns: heavy concentration of powers with SEBI and a need for clearer checks and balances.

Exam angle

  • Referred to: Parliamentary Standing Committee on Finance.
  • SEBI board size: 9 raised to 15.
  • Investigation limitation period: eight years.
  • MIIs recognised: stock exchanges, clearing corporations, depositories and any new category the Centre notifies.

Test yourself

1. The Securities Markets Code 2025 subsumes which law?

It merges the SCRA 1956, SEBI Act 1992 and Depositories Act 1996.

2. Under the Securities Markets Code 2025, SEBI's board strength rises from 9 to how many members?

The notes state the board is raised from 9 to 15.

3. What limitation period does the Securities Markets Code 2025 set for starting investigations?

An eight-year limit applies from the date of the alleged offence.