Definitions
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....lanation-For the purpose of this regulation, "financially literate" shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.] (d) "connected person" means,- 11[(i) any person who is or has been, during the six months prior to the concerned act, associated with a company, in any capacity, directly or indirectly, including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship, whether temporary or permanent, with the company, that allows such a person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.] (ii) Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established, - (a). 12[a] relative of connected persons specified in clause (i); or (b). a holding company or associate company ....
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....hat constitutes generally available information so that it is easier to crystallize and appreciate what 9[constitutes] unpublished price sensitive information 10[****]. Information published on the website of a stock exchange, would ordinarily be considered generally available. (f) "immediate relative" means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities; 19[****] (g) "insider" means any person who is: i) a connected person; or ii) in possession of or having access to unpublished price sensitive information; 20[NOTE: Since "generally available information" is defined, it is intended that anyone in possession of or having access to unpublished price sensitive information should be considered as an "insider" regardless of the manner in which one came into possession of or had access to such information. Various circumstances are provided to enable such a person to demonstrate that he has not indulged in insider trading. Therefore, this definition is intended to bring within its reach any p....
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....n of Shares and Takeovers) Regulations, 2011 and any amendments thereto; (l) "trading" means and includes subscribing, 6[redeeming, switching,] buying, selling, dealing, or agreeing to subscribe, 7[redeem, switch,] buy, sell, deal in any securities, and "trade" shall be construed accordingly ; NOTE: Under the parliamentary mandate, since the Section 12A (e) and Section 15G of the Act employs the term 'dealing in securities', it is intended to widely define the term "trading" to include dealing. Such a construction is intended to curb the activities based on unpublished price sensitive information which are strictly not buying, selling or subscribing, such as pledging etc when in possession of unpublished price sensitive information. (m) "trading day" means a day on which the recognized stock exchanges are open for trading; (n) "unpublished price sensitive information" means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the ....
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....f India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. b. 'Default' shall have the same meaning as referred to in Clause 6 of paragraph A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Explanation 2- For identification of events enumerated in this clause as unpublished price sensitive information, the guidelines for materiality referred at paragraph A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be specified by the Board from time to time and materiality as referred at paragraph B of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be applicable.] 4[****] NOTE: It is intended that information relating to a company or securities, that is not generally available would be unpublished price sensitive information if it is likely to materially affect the price upon coming into the public domain. The types of matters that would ordinarily give ....
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.... company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access." 12. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 before it was read as, "an immediate" 13. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 before it was read as, "immediate" 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 15. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 16. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 before it was read as, "Immediate relatives" 17. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 before it was read as, "not" 18. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/215 dated 04-12-2024 19. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/215 da....