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REGISTERED NO. DL-(N)04/0007/2003-25
The Gazette of India
CG-DL-E-02012026-268979
EXTRAORDINARY
PART II - Section 2
PUBLISHED BY AUTHORITY
No. 23] NEW DELHI, THURSDAY, DECEMBER 18, 2025/AGRAHAYANA 27, 1947 (SAKA)
Separate paging is given to this Part in order that it may be filed as a separate compilation.
LOK SABHA
The following Bill was introduced in Lok Sabha on 18th December, 2025:—
BILL NO. 200 OF 2025
A Bill to consolidate and amend the laws relating to the securities markets and for matters
connected therewith or incidental thereto.
Be it enacted by Parliament in the Seventy-sixth Year of the Republic of India as
follows:
CHAPTER I
PRELIMINARY
Short title and
commencement.
1. (1) This Code may be called the Securities Markets Code, 2025.
(2) It shall come into force on such date as the Central Government may, by notification
in the Official Gazette, appoint:
Provided that different dates may be appointed for different provisions of this Code
and any reference in any such provision to the commencement of this Code shall be construed
as a reference to the coming into force of that provision.
Definitions.
2. (1) In this Code, unless the context otherwise requires,—
(a) "adjudicating officer" means a person designated as such under
sub-section (1) of section 17;
(b) "Bench" means a Bench of the Tribunal;
(c) "beneficial owner" means a person whose name is recorded as such
with a depository in respect of any securities or other regulated instrument and
the expression “beneficial ownership" shall be construed accordingly;
(d) "Board" means the Securities and Exchange Board of India referred
to in sub-section (1) of section 3;
(e) "bye-laws" means the bye-laws made by a market infrastructure
institution under section 39;
(f) "Chairperson” means the Chairperson of the Board appointed under
section 4;
(g) "clearing corporation” means a person undertaking the activity of
clearing and settlement of trades in securities, but does not include a system
provider defined in the Payment and Settlement Systems Act, 2007.
51 of 2007.
Explanation.—For the purposes of this clause,—
(i) "clearing" means the process of transmitting, reconciling and to
the extent applicable, confirming the payment obligations or transfers of
securities prior to settlement; and
(ii) "settlement” means the completion of delivery and payment of
funds or securities or underlying of a derivative, to the relevant parties
in a contract in order to settle their obligations or to provide a title to the
securities or underlying or both;
(h) "clearing member” means a person having clearing and settlement
rights as specified in the bye-laws of a clearing corporation;
(i) "commodity" means any kind of goods, including any activity,
service, right, interest or event relating to or associated with such goods, as
may be notified by the Central Government in consultation with the Board;
(j) "contract" means a contract for or relating to the purchase or sale of
securities;
(k) "depository" means a person engaged in the activity of providing
depository services, but shall not include a person providing depository
services in relation to a Government security, a Registry or a ledger account
maintained by the Reserve Bank or its agent in accordance with the provisions
of the Government Securities Act, 2006;
38 of 2006.
(1) "depository services” means any service relating to,—
(i) recording a transaction in securities or other regulated
instrument, including the allotment or transfer or transmission of
ownership of such securities or other regulated instrument in
dematerialised form in the record or register of a depository;
(ii) distribution of any monetary or securities-based benefits
associated with any securities or other regulated instrument;
(iii) facilitating electronic voting and exercising any interest and
rights associated with any securities or other regulated instrument; or
(iv) such other services as may be specified by regulations;
(m) "derivative" includes,-
(i) a security derived from an underlying;
(ii) a contract for the actual or intended delivery of the underlying
on a future date and which is not a spot delivery contract;
(iii) a contract that derives its value from prices or indices of prices
or difference in prices of such underlying which may be settled with
physical delivery of the underlying or by paying the difference in cash
or equivalent;
(iv) a contract which provides for a right, with or without any
obligation for the actual delivery of the underlying on a future date;
(v) a contract or a swap agreement for exchange of cash flows or
underlying in future;
(vi) a contract which provides for exchange of one or more
payments in future based on the value of the underlying;
(vii) a derivative structured upon the same or a different kind of
derivative;
(viii) such other instruments as the Central Government may
notify; and
(ix) a combination of any contract or agreement specified in
sub-clauses (i) to (viii),
2 of 1934.
but shall not include derivative as defined in clause (a) of section 45U of the
Reserve Bank of India Act, 1934 and such other instruments as the Central
Government may notify in this regard;
(n) "Fund" means the Fund referred to in sub-section (1) of section 124;
(o) "goods" means any kind of movable property, other than actionable
claims, money and securities;
(p) "Government security" shall have the same meaning as assigned to
it in clause (f) of section 2 of the Government Securities Act, 2006;
38 of 2006.
(q) "intermediary" means,-
(i) an asset management company;
(ii) a banker to an issue;
(iii) a credit rating agency;
(iv) a custodian;
(v) a debenture trustee;
(vi) a depository participant;
(vii) an index provider in relation to indices traded in the securities
markets;
(viii) an investment adviser;
(ix) an investment manager;
(x) a Know Your Customer Registration Agency;
(xi) a merchant banker;
(xii) a portfolio manager;
(xiii) a pooled investment vehicle;
(xiv) a registrar to an issue;
(xv) a research analyst;
(xvi) a share transfer agent;
(xvii) a stock broker;
(xviii) a trading member;
(xix) a trustee of trust deed;
(xx) an underwriter;
(xxi) a vault manager; and
(xxii) such other persons associated with the securities markets, as
notified by the Board under sub-section (3) of section 34,
but shall not include a person carrying out the activities of the nature
mentioned in section 34 relating to instruments referred to in Chapter IIID of
the Reserve Bank of India Act, 1934;
2 of 1934.
(r) "investment scheme” means the scheme referred to in section 32;
(s) "Investor Protection and Education Fund" means the fund referred to
in section 125;
(t) "issuer" means any person who makes or proposes to make or has
made an issue of securities which are listed or to be listed;
(u) "listing" means the admission of securities for trading on a stock
exchange and the expression “listed” shall be construed accordingly;
(v) "market infrastructure institution" means a stock exchange, a
clearing corporation or a depository and includes such other class or classes
of market infrastructure institutions, as may be notified by the Central
Government, except those authorised or required to be authorised by other
regulatory bodies;
(w) "market participant” means a person or its agent participating in the
securities markets as an issuer or an investor.
Explanation. For the purposes of this clause, an intermediary shall be
deemed to be a market participant, if it participates in the securities markets
as an investor or issuer;
(x) "member", in relation to—
(i) a stock exchange or a clearing corporation, means a trading
member or a clearing member;
(ii) a depository, means a depository participant; and
(iii) any other market infrastructure institution notified under
clause (v), means a member of such market infrastructure institution;
(y) "notification” means a notification published in the Official Gazette
and the expressions “notify" or "notified" shall be construed accordingly;
(z) "other regulated instrument” means an instrument that is primarily
regulated by other regulatory authority;
(za) "other regulatory authority” means an authority or body constituted
or any department of the Central Government or the State Government
authorised, under any other law for the time being in force to regulate goods,
services, activities or transactions;
(zb) "person" includes—
(i) an individual;
(ii) a Hindu undivided family;
(iii) a company;
(iv) a firm;
(v) an association of persons or a body of individuals, whether
incorporated or not;
(vi) a limited liability partnership;
(vii) a trust;
(viii) local authority; and
(ix) every artificial juristic person, not falling within any of the
preceding sub-clauses;
(zc) "pooled investment vehicle" means a fund referred to in
sub-section (1) of section 33;
(zd) "prescribed" means prescribed by rules made under this Code;
(ze) "record" includes the records maintained in the form of books
or in such other form as may be specified by regulations and
electronic record as defined in clause (t) of section 2 of the Information
Technology Act, 2000;
21 of 2000.
(zf) "Recovery Officer" means any officer of the Board authorised by
general or special order in writing to exercise the powers of a Recovery Officer
under this Code;
(zg) "regulations" means the regulations made by the Board;
(zh) "Schedule” means a Schedule appended to this Code;
(zi) "securities" include—
(i) shares, scrips, stocks, bonds, secured or unsecured debentures,
warrants, or debenture stock or other marketable securities of a like
nature in or of any incorporated company or a pooled investment vehicle
or other body corporate;
(ii) hybrid instruments;
(iii) convertible instruments;
(iv) derivatives;
(v) units or any other instruments issued in respect of any
investment scheme by a pooled investment vehicle to the investors in
such schemes;
(vi) security receipts managed and regulated in accordance with
the provisions of the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002;
54 of 2002.
(vii) a certificate or an instrument, by whatever name called, issued
to an investor by any issuer as a special purpose distinct entity which
possesses any debt or receivable including mortgage debt, assigned to
such entity, and acknowledging the beneficial interest of such investor
in such debt or receivable including mortgage debt, as the case may be;
(viii) global depository receipts and Indian depository receipts;
(ix) notes or papers issued for the purpose of raising of
capital, which are listed or proposed to be