Director-or-officer status is essential for insider-trading disclosure penalties; record evidence was missing, so fresh consideration was required.

The disclosure obligation under the insider trading regulations applied only to a director or officer of a listed company, so a penalty could not be sustained unless that status was first established on record. Here, the adjudicating authority proceeded on an unproved assumption that the noticee was a director, while the record showed only that the person was a compliance officer. The meaning of "officer" was read in line with the Companies Act definition as a person able to direct or influence company affairs, not a mere compliance officer. As the factual basis for liability was missing, the penalty order could not stand and required fresh consideration.

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Issues: Whether the penalty for failure to make disclosures under the insider trading regulations could be sustained without material establishing that the appellant was a director or officer of the company.

Analysis: The disclosure requirement under Regulation 13(4) applied only to a director or officer of a listed company. The adjudicating authority proceeded on the assumption that the appellant was a director, but no supporting material had been brought on record. The record instead showed that the appellant was a compliance officer, and the meaning of 'officer' had to be understood in the light of Section 2(30) of the Companies Act, 1956, which contemplates a person who can direct or influence the affairs of the company, not a mere compliance officer. As the essential factual foundation for the penalty was not properly established, a fresh examination was necessary.

Conclusion: The penalty order could not be sustained as it stood, and the matter was required to be remanded for fresh consideration.

Ratio Decidendi: A penalty for non-disclosure under the insider trading regulations cannot be upheld unless it is first established on record that the noticee fell within the category of a director or officer to whom the disclosure obligation applied.

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