TaxTMI 
TaxTMI 
Master Circular on Surveillance of Securities Market
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....he applicable circulars, the content of the relevant circular shall prevail. 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 ........................................................................................
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....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 excluded^2. 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 Exchanges, has decided that the securities of companies shall be traded in the normal segment of the exchange if and only if, the company has achieved 100% of promoter's and promoter group's shareholding in dematerialized form latest by the quarter ended December 2011^3 as reported to the stock exchanges^4. 1.1.3. In light of representations received from various companies and in consultation with Stock Exchanges, it has been decided that following exemptions shall be taken into consideration while arriving at compliance with ....
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....l 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 communication^7 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 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 ....
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.....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 addition to the transactions mentioned in Clause 4 (3) (b) of Schedule B read with Regulation 9 of PIT Regulations, trading window restrictions shall now not apply in respect of OFS and RE transactions carried out in accordance with the framework specified by the Board from time to time. 3.3. Reporting to Stock ....
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.... 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. 3.4.6. The system would continue to run parallel with the existing system i.e. entities shall continue to independently comply with the disclosure obligations under PIT Regulations as applicable to them till March 31, 2....
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....f 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 of KMP or Director or upon becoming a Promoter or member of the promoter group of a listed company a....
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....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 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 De....
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....015 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. 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 Rs. 10 lacs in a calendar quarter i. Date of intimation of trade(s) by concerned DP/director/p....
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....ignated 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 exchanges, company-wise details of entities. In case of PAN exempt entity, respective depository shall share the Demat account number(s) details with the stock exchanges. Any update (additions or deletions) in this information by listed company shall be updated by the designated depositories with the stock exchanges on a daily basis. The information shall be shared via system interface established between the depositories 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 en....