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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 ..... rious headings, viz., trading rules and shareholding in dematerialized mode, monitoring of unauthenticated news circulated by SEBI registered market intermediaries through various modes of communication and disclosure reporting under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Master Circular shall come into force from the date of its issue. This Master Circular covers various circulars issued by the Integrated Surveillance Department (ISD) of SEBI and operational as on the date of issuance of this Master Circular. This Master Circular rescinds the circulars listed in Annexure 7. 3. Notwithstanding such rescission, a. anything done or any action taken or purported to have been done or taken under the rescinded circulars including but not limited to any inspection, or enquiry or investigation or adjudication commenced, or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ommunication 2.1. It has been observed by SEBI that unauthenticated news related to various scrips are circulated through social media platforms/ instant messaging services/ VoIP/ blogs/chat forums/e-mail or any such medium 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 proper internal controls and do not ensure that proper checks and balances are in place to govern the conduct of their employees. Due to lack of proper internal controls and poor training, employees of such intermediaries are sometimes not aware of the damage which can be caused by circulation of unauthenticated news or rumours. It is a well-established fact that market rumours can do considerable damage to the normal functioning and behaviour of the market and distort the price discovery mechanisms. 2.3. In view of the above facts, SEBI Registered Market Intermediaries are directed that: 2.3.1. Proper internal code of conduct and controls should be put in place. 2.3.2. Employees/temporary sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bition of Insider Trading) Regulations, 2015 relating to the Code of Conduct (CoC) 3.2.1. In terms of clause 13 of Schedule B (in case of listed companies) and clause 11 of Schedule C (in case of intermediaries and fiduciaries) read with Regulation 9 of PIT Regulations, the listed companies, intermediaries and fiduciaries shall promptly inform the stock exchange(s) where the concerned securities are traded, regarding violations relating to CoC under PIT Regulations in such form and manner as may be specified by the Board from time to time. 3.2.2. The standard format as specified by SEBI for reporting of violations related to CoC is placed at Annexure 2. The listed companies, intermediaries and fiduciaries shall inform the violations of PIT Regulations relating to CoC as per the format to the stock exchange(s). 3.2.3. Further, in terms of clause 12 of Schedule B and clause 10 of Schedule C read with Regulation 9 of the PIT Regulations, any amount collected by the listed companies, intermediaries and fiduciaries under these clauses for violation(s) of CoC shall be remitted to the Board for credit to the Investor Protection and Education Fund (IPEF) administered by the Board under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ents (RE) transactions during trading window closure period 3.4.1.1. 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. 3.4.1.2. In addition to the transactions mentioned in Clause 4 (3) (b) of Schedule B read with Regulation 9 of PIT Regulations, trading window restrictions shall not apply in respect of Offer for Sale and Rights Entitlements transactions carried out in accordance with the framework specified by the Board from time to time. 3.4.2. Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of PIT Regulations - Framework for restricting trading by Designated Persons ("DPs") by freezing Permanent Account Number (PAN) at security level 3.4.2.1. Clause 4 (1) of Schedule B read with Regulation 9 of PIT Regulations, inter-alia, states that "Designated persons may execute trades subject to compliance with these regulations. Towards this end, a notional trading window shall be used as an instrument of mo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ures under SEBI (Prohibition of Insider Trading) Regulations, 2015 FORM A[Erstwhile title of the Form 'B' of the Circular SEBI/HO/ISD/CIR/P/2021/19 dated February 09, 2021 has been changed to Form 'A'.] SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (1) (b) read with Regulation 6(2) - Disclosure on becoming 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... edge / Revocation Invocation/ Others-please specify) 1 2 3 4 5 6 7 8 Securities held post acquisition/ disposal Date of allotment advice/ acquisition of shares/ disposal of shares, specify Date of intimation to company Mode of acquisition /disposal (on market/ public/ rights/ preferential offer/ off market/ Inter-se transfer, ESOPs, etc.) Exchange on which the trade was executed Type of securities (For e g.- Shares, Warrants, Convertible Debentures, Rights entitlement, etc.) No. and % of share holding From To 9 10 11 12 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tract specification 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: Place: Annexure 2 - Report by (Name of the listed company/ Intermediary/Fiduciary) for violations related to Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015 [For listed companies: Schedule B read with Regulation 9 (1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 For Intermediaries/ Fiduciaries: Schedule C read with Regulation 9(1) and 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015] Sr. No. Particulars Details 1 Name of the listed company/ Intermediary/Fiduciary 2 Please tick appropriate 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. D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner prescribed by the Depositories. For PAN exempt entities, the Investor's Demat account number(s) shall be specified by the listed company. 3. The designated depository shall share the information received from the listed company with other depository. 4. In case of any subsequent update in the details of the entities, the listed company shall update the information with the designated depository on the same day. The designated depository shall share the incremental changes with the other depository on the day of receipt from the listed company. 5. Based on the PAN of First holder/Demat account number(s), the depositories shall tag such Demat accounts in their depository systems at ISIN level. 6. The designated depository shall also share with the stock exchange(s), company-wise details of entities. In case of PAN exempt entity, respective depository shall share the Demat account number(s) details with the stock exchange(s). Any update (additions or deletions) in this information by listed company shall be updated by the designated depositories with the stock exchange(s) on a daily basis. The information shall be shared via system interface established between the deposit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ven disclosure uploaded by the listed company with DD in terms of para 3.3.4. mentioned in this Master Circular. 3. The listed company shall confirm to the DD details with respect to listed ISIN of equity share of the company, Name, PAN, and confirm the demat account number viz. DP ID and client ID (in case of PAN exempted cases) of DPs. In the event any updation is required to the aforementioned details, the listed company shall take necessary steps as per para 10 below. 4. DD shall provide a facility to the listed company to specify the 'Trading Window Closure Period' i.e. 'Commencement Date' and 'End Date' on portal/platform. 4.1. With respect to financial results, the listed company shall specify the 1st day (T- day) immediately after the end of every quarter for which results are to be announced as 'Trading Window Closure commencement date' and the date on which 48 hours ends post disclosure of financial results as 'Trading Window Closure End date' in the portal/platform. 5. The listed company shall provide the aforesaid details at least 2 trading days prior to the commencement of trading window closure date (T-2 days). For example, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gulations. In such cases, the restriction shall be removed within 2 trading days from the date of receipt of request from the listed company. As per the example given at para 10 above, if the listed company provides exemption to any DP on October 11, 20XX, then the change i.e. de-freeze shall be effected on or before October 13, 20XX. The restrictions shall be re-introduced automatically post lapse of the exemption period or completion of the transaction by the DP. 12. The freezing/de-freezing of PAN at the security level on account of changes due to addition or deletion shall be effected post market hours. 13. Pay-in and pay-out obligations in respect of transactions, if any, taken place prior to freezing the PAN of DP at the security level, may be permitted to be settled, squared off or closed out, as the case may be. 14. The formats and timelines for sharing of data shall be standardized, as agreed upon by the depositories and the stock exchanges. Further, operational guidelines for listed companies shall be issued by the depositories. 15. In case of any discrepancy, the issue shall be resolved by the depositories, in coordination with the stock exchanges and listed company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... D/ISD/CIR/P/2021/578 Automation of Continual disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures for inclusion of listed Debt Securities. 11 13-Aug-21 SEBI/HO/ISD/ISD/CIR/P/2021/617 Automation of Continual Disclosures under Regulation 7(2) of SEBI Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures - Ease of doing business. 12 05-Aug-22 SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations") - Framework for restricting trading by Designated Persons ("DPs") by freezing PAN at security level. 13 13-Sep-22 SEBI/HO/ISD/ISD-PoD-2/P/CIR/2022/118 Master Circular on Surveillance of Securities Market 14 23-Mar-23 SEBI/HO/ISD/ISD-PoD-2/P/CIR/2023/039 Master Circular on Surveillance of Securities Market 15 19-July-23 SEBI/HO/ISD/ISD-PoD-2/P/CIR/2023/124 Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations")- Extending framework for res ..... 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