9911796707
TMI BlogMaster Circular on Surveillance of Securities MarketX X X X Extracts X X X X X X X X Extracts X X X X ..... ail. 5. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under the category "Legal→Master Circulars". Yours faithfully, Kranti Sardesai Deputy General Manager Phone: +91-22-26449115 E-mail: [email protected] Table of Contents 1. Trading Rules and Shareholding in dematerialized mode .......................................... 4 2. Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication .............................................................................. 6 3. SEBI (Prohibition of Insider Trading) Regulations, 2015 ........................................... 8 3.1 Disclosures under Regulation 6 and Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct) .................................................................................................. 8 3.2 Allowing Offer for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period ..................................................................................................... 9 3.3 Reporting to Stock Exchanges regarding violations relating to the Code of Conduc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 5. Schedule 1 - List of Circulars…………………………………………………………….23 1. Trading Rules and shareholding in dematerialized mode1 1.1. In order to moderate sharp and destabilizing price movements in shares of companies, to encourage better price discovery and to increase transparency in securities market, SEBI in consultation with Stock Exchanges has decided to adopt following measures:- 1.1.1. The securities of all companies shall be traded in the normal segment of the exchange if and only if, the company has achieved at least 50% of non-promoters holding in dematerialized form by October 31st 2010. While computing the requirement of minimum 50% shareholding of non- promoters in demat form in a company, the government holding in non-promoter category may be excluded2. 1.1.2. In order to further promote dematerialization of securities, encourage orderly development of the securities market and to improve transparency in the dealings of shares by promoters including pledge / usage as collateral, SEBI in consultation with Stock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al and Financial Reconstruction under Sick Industrial Companies Act and in cases of Corporate Debt Restructuring (CDR) packages by the CDR Cell of the RBI. 1.1.6.2. Securities that are being admitted to trading from another exchange by way of direct listing/MOU/securities admitted for trading under permitted category. 1.1.6.3. Where suspension of trading is being revoked after more than one year. 1.1.7. Further, in all cases, the exchanges shall ensure that before starting trading in scrips, the companies have complied with the disclosure requirements and the same is publicly disseminated on the website of exchanges to enable investors to take informed decision. 2. Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication7 2.1. It has been observed by SEBI that unauthenticated news related to various scrips are circulated in blogs/chat forums/e-mail etc. by employees of Broking Houses/Other Intermediaries without adequate caution as mandated in the Code of Conduct for Stock Brokers and respective Regulations of various intermediaries registered with SEBI. 2.2. It was also observed that the Intermediaries do not have p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the companies shall also ensure that: 3.1.2.1. Formulated and published (on its official website), code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI), is confirmed to the stock exchanges, immediately. 3.1.2.2. Formulated code of conduct is confirmed to the stock exchanges, immediately. 3.1.2.3. A company deals with only such market intermediary / every other person, who is required to handle UPSI, who have formulated a code of conduct as per the requirements of the Regulations. 3.2. Allowing Offer for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period 11 3.2.1. Vide Gazette Notification No. SEBI/LAD-NRO/GN/2020/23 dated July 17, 2020, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations") have been further amended. 3.2.2. Clause 4 (3) (b) of Schedule B read with Regulation 9 of PIT Regulations, inter-alia, states that trading window restrictions shall not apply in respect of transactions mentioned therein or transactions undertaken through such other mechanism as may be specified by the Board from time to time. 3.2.3. In add ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... D/DCR/CIR/2016/139 dated December 21, 2016 and SEBI/HO/CFD/DCR1/CIR/ P/2018/85 dated May 28, 2018, implemented the system driven disclosures in phases, under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and PIT Regulations. 3.4.2. Pursuant to the amendment of PIT Regulations and discussions held with the Stock Exchanges and Depositories, it has now been decided to implement the system driven disclosures for member(s) of promoter group and designated person(s) in addition to the promoter(s) and director(s) of company (hereinafter collectively referred to as entities) under Regulation 7(2) of PIT Regulations. 3.4.3. To begin with, the system driven disclosures shall pertain to trading in equity shares and equity derivative instruments i.e. Futures and Options of the listed company (wherever applicable) by the entities. 3.4.4. The procedure for implementation of the system driven disclosures is provided at Annexure 3. 3.4.5. The Depositories and Stock Exchanges shall make necessary arrangements such that the disclosures pertaining to PIT Regulations are disseminated on the websites of respective stock exchanges with effect from October 01, 2020. 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g a Key Managerial Personnel/Director/Promoter/Member of the promoter group] Name of the company: ______________________ ISIN of the company: _______________________ Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2). Name, PAN, CIN/DIN & Address with contact nos. Category of Person (KMP / Director or Promoter or member of the promoter group/ Immediate relative to/others, etc.) Date of appointment of KMP/Director / OR Date of becoming Promoter/ member of the promoter group Securities held at the time of appointment of KMP/Director or upon becoming Promoter or member of the promoter group % of Shareholding Type of securities (For eg. - Shares, Warrants, Convertible Debentures, Rights entitlements, etc.) No. 1 2 3 4 5 6 Note: "Securities" shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Details of Open Interest (OI) in derivatives on the securities of the company held on appointment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13 14 15 Note: (i) "Securities" shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015. (ii) Value of transaction excludes taxes/brokerage/any other charges Details of trading in derivatives on the securities of the company by Promoter, member of the promoter group, designated person or Director of a listed company and immediate relatives of such persons and other such persons as mentioned in Regulation 6(2). Trading in derivatives (Specify type of contract, Futures or Options etc.) Exchange on which the trade was executed Type of contract Contract specifications Buy Sell Notional Value Number of units (contracts * lot size) Notional Value Number of units (contracts * lot size) 16 17 18 19 20 21 22 Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options. Name & Signature: Designation: Date: Place: FORM D (Indicative format) SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulation 7(3) - Transactions by Other connected persons as identified by the company Details of trading in securities by other connected persons as identifie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... riate checkbox Reporting in capacity of : ☐ Listed Company ☐ Intermediary ☐ Fiduciary 3 A. Details of Designated Person (DP) i. Name of the DP ii. PAN of the DP iii. Designation of DP iv. Functional Role of DP v. Whether DP is Promoter or belongs to Promoter Group B. If Reporting is for immediate relative of DP i. Name of the immediate relative of DP ii. PAN of the immediate relative of DP C. Details of transaction(s) i. Name of the scrip ii. No of shares traded and value (Rs.) (Date- wise) D. In case value of trade(s) is more than ₹ 10 lacs in a calendar quarter i. Date of intimation of trade(s) by concerned DP/director/promoter/promoter group to Company under Regulation 7 of SEBI (PIT) Regulations, 2015 ii. Date of intimation of trade(s) by Company to stock exchanges under regulation 7 of SEBI (PIT) Regulations, 2015 4 Details of violations observed under Code of Conduct 5 Action taken by Listed company/ Intermediary/ Fiduciary 6 Reasons recorded in writing for taking action stated above 7 Details of the previous instances of violations, if any, since last financial year 8 If any amount collected for Code of Condu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies and stock exchanges. 7. The depositories shall provide the following data pertaining to the tagged Demat account(s) separately to the stock exchanges on daily basis: * Details of transactions for pledge/revocation/invocation of shares and other encumbrances such as NDU etc. of the entities. * Details of off market transactions of the entities. * Details of transmission of shares of the entities. * Details of corporate actions such as ESOPs, Bonus, Rights, etc. of the entities * Additionally, details of market transfers in case of PAN Exempt entities. 8. Based on the PAN information provided by the depositories, on daily basis, stock exchanges will identify the transactions carried out on their trading system by the entities in the equities and equity derivative instruments (wherever applicable) of the listed company/permitted to trade on the stock exchange(s). 9. Such identified trades shall be shared by the stock exchange with all other stock exchanges where the company is listed on daily basis. 10. Each stock exchange shall consolidate the information of the transactions identified by them as well as received from other stock exchanges and the depositories. ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
