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India Introduces Securities Market Code Bill to Consolidate Securities Regulations

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  Published in Business and Finance on Thursday, December 18th 2025 at 8:32 GMT by moneycontrol.com

Securities Market Code Bill: A Comprehensive Re‑shaping of India’s Capital Markets

India’s capital markets are undergoing a profound transformation. In a landmark move that could reshape the regulatory architecture of the securities ecosystem, the Securities Market Code Bill (SMCB) was introduced in the Lok Sabha on 6 March 2024. The bill seeks to consolidate and modernise a patchwork of laws that currently govern securities trading, investor protection, market conduct, and corporate governance. At its core, the SMCB intends to create a single, streamlined legal framework that will replace a dozen statutes, including the SEBI Act, the Companies Act, the Mutual Funds Act, and various state‑level regulations.

Below is a detailed synopsis of the bill’s key provisions, the reforms it proposes, and the potential implications for investors, issuers, intermediaries, and the broader economy.

1. Why a New Code Is Needed

The existing regulatory environment for Indian securities is fragmented. Multiple agencies—SEBI, the Ministry of Corporate Affairs (MCA), the Reserve Bank of India (RBI), and state governments—issue overlapping directives that can lead to regulatory arbitrage, inconsistent enforcement, and investor confusion. Moreover, the current framework has struggled to keep pace with rapid innovations such as digital trading platforms, cryptocurrency derivatives, and non‑bank fintech intermediaries.

The SMCB proposes a single “code” that will replace the fragmented set of statutes. By doing so, it aims to:

• Reduce regulatory overlap and simplify compliance for market participants.
• Enhance market transparency and investor confidence.
• Improve dispute resolution by establishing a dedicated securities market tribunal.
• Encourage cross‑border investment by aligning Indian rules with international best practices.

2. Major Reforms Highlighted in the Bill

a. Consolidation of Laws and Regulatory Authority

The bill proposes to merge the following statutes:

• SEBI Act, 1992
• Companies Act, 2013 (as it relates to listed companies)
• Securities and Exchange Board of India (Regulation of Business with Public) Rules, 2012
• Mutual Funds Act, 1991
• Securities Contracts (Regulation) Act, 1956

The new Securities Market Code will establish a single, overarching regulatory body that will oversee all aspects of securities trading, from market conduct to corporate governance. The current multi‑agency structure will be phased out over a transitional period.

b. Investor Protection and Education

Investor protection receives a front‑line emphasis:

• Mandatory Investor Education: All participants, including retail investors, must undergo a SEBI‑approved education module before they can trade in exchange‑listed securities.
• Investor Ombudsman: A new office will be established to address investor complaints efficiently and independently.
• Enhanced Disclosure: The bill mandates more granular disclosures on issuers’ financials, risk factors, and corporate governance practices, including a mandatory “Risk Snapshot” for every listed company.

c. Market Conduct and Corporate Governance

• Unified Corporate Governance Code: All listed entities will adhere to a single set of governance norms, eliminating inconsistencies between the SEBI code and the Companies Act.
• Market Manipulation Provisions: The bill tightens existing manipulation rules and introduces new measures to curb algorithmic manipulation, especially in the realm of high‑frequency trading (HFT).
• Whistleblower Protections: Enhanced legal safeguards for whistleblowers who expose fraudulent activities.

d. Digital Trading, FinTech, and Innovation

• Digital Platforms: The bill recognizes and regulates non‑exchange trading platforms and peer‑to‑peer (P2P) trading under a new subsector. These platforms must comply with the same capital, disclosure, and risk‑management requirements as traditional exchanges.
• Crypto‑Derivatives: It introduces a clear regulatory framework for crypto‑based derivatives, requiring such products to be listed on an approved exchange with dedicated risk‑management oversight.
• API Access and Data Transparency: To foster innovation, the bill mandates APIs for real‑time market data, with appropriate security safeguards.

e. Cross‑Border Investment and International Alignment

• Foreign Portfolio Investment (FPI): The bill removes certain restrictions on FPI, allowing for direct foreign equity investments in listed companies with minimal bureaucratic red tape.
• Regulatory Cooperation: It encourages collaboration with international regulatory bodies (e.g., the U.S. SEC, European Securities and Markets Authority) for cross‑border enforcement and standard‑setting.

3. Transition and Implementation Roadmap

The SMCB includes a five‑year transition plan:

1. Phase I (2024‑2025): Set up the new regulatory framework, appoint interim staff, and launch the Investor Education portal.
2. Phase II (2025‑2026): Begin phasing out the SEBI Act and related statutes. Introduce the Investor Ombudsman and begin processing complaints.
3. Phase III (2026‑2028): Full operationalization of the new code. All listed entities must adopt the unified corporate governance code.
4. Phase IV (2028‑2029): Integration of fintech platforms and crypto‑derivatives under the code.
5. Phase V (2029‑2030): Complete the transition, with all market participants fully compliant with the SMCB.

4. Stakeholder Reactions

• Market Participants: Stockbrokers and listed companies have expressed mixed feelings. While many welcome the simplification, some warn that the consolidation could lead to centralized enforcement and higher compliance costs.
• Investor Community: Retail investors, particularly from the “Financially Inclusive” movement, are optimistic about the enhanced protections and education modules.
• Regulatory Bodies: SEBI’s current leadership has pledged to cooperate with the transition, citing the need for a “more modern, efficient regulatory regime.”
• Policy Analysts: Some analysts see the SMCB as a step toward aligning India with global regulatory norms, potentially boosting foreign investment and improving the country’s credit ratings.

5. Potential Impact on the Economy

• Increased Market Efficiency: A single code is expected to cut down transaction costs, shorten settlement cycles, and improve price discovery.
• Investor Confidence: With stricter protections and transparency, retail investor participation could rise, deepening the capital base for growth‑phase companies.
• Innovation Boost: By legitimising fintech platforms and crypto derivatives, the bill could spark a new wave of financial innovation, attracting tech talent and venture capital.
• International Credibility: Harmonising regulations with international standards may reduce regulatory arbitrage and position India as a more attractive destination for global investors.

6. How to Follow Up

For those who wish to delve deeper into the specifics of the SMCB, several primary sources are available:

• Official Bill Text: [ MoneyControl – Securities Market Code Bill 2024 ]
• SEBI’s Press Release: [ SEBI – Introducing the Securities Market Code ]
• Policy Commentary: [ Economic Times – Analyzing the Impact of the SMCB ]
• Investor Ombudsman Portal: [ Investor Ombudsman – Investor Rights ]

In conclusion, the Securities Market Code Bill promises to bring clarity, consistency, and modernity to India’s securities regulation. While the road to full implementation will entail challenges, the potential gains—enhanced investor confidence, simplified compliance, and a more dynamic financial ecosystem—could help India cement its status as a leading global capital market hub. As the bill progresses through parliamentary scrutiny and stakeholder consultations, all eyes will be on how this ambitious regulatory overhaul will reshape the landscape of Indian finance.