Insider Trading has been argued to be unjust and based in opportunism.[1] It has also been argued that although
insider trading may be unjust,[2] it cannot be considered to be fraud.[3] Nevertheless, it is easily observable how
insider trading puts the unassuming shareholder at a disadvantage to the director, or anybody else, who might
use the company’s Unpublished Price Sensitive Information (“UPSI”) to trade and make a profit that otherwise
would not have been accessible to them. On the basis of, inter alia, the activity’s ethical immorality, the P.J.
Thomas Committee Report[4] suggested criminal and civil liabilities for insider trading in India. These
suggestions were incorporated, although in a tokenistic manner, in the Companies Act, 1956[5] wherein directors
were obligated to disclose their shareholdings in the company. These obligations were then translated into
Section 184 of the Companies Act, 2013 which states that “Every director shall … disclose his concern or
interest in any company … which shall include the shareholding