Master Circular on Surveillance of Securities Market

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....iz., 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Notwithstanding such rescission, a. anything done or any action taken or purported to have been done or taken under the rescinded circulars including but not limited to any inspection, or enquiry or investigation or adjudication commenced, or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or li....

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....e being admitted to trading from another stock exchange by way of direct listing/MOU/securities admitted for trading under permitted category. 1.2.3. Where suspension of trading is being revoked after more than one year. 1.3. Further, in all cases, the stock exchange(s) 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 the stock exchange(s) to enable investors to take informed decision. 2. Monitoring of unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication 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....

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....ents of the Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct) of the Regulations, the companies shall also ensure that: 3.1.2.1. Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI), formulated and published (on its official website), is confirmed to the stock exchanges, immediately. 3.1.2.2. 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 PIT Regulations. 3.2. Reporting to Stock Exchanges regarding violations under SEBI (Prohibition 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 f....

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....o PIT Regulations are disseminated on the websites of respective stock exchange(s). 3.3.6. As currently done, the disclosures generated through the system shall be displayed separately from the regular disclosures filed with the stock exchange(s). 3.3.7. The listed companies who have complied with the aforesaid requirements under various provisions of 3.3, the manual filing of disclosures as required under Regulation 7(2) (a) & (b) of PIT Regulations is no longer mandatory. 3.4. Trading Window closure 3.4.1 Allowing Offer for Sale (OFS) and Rights Entitlements (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 OFS and RE transactions carried out in accordance with the framework specifie....

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....lations, as applicable to them, till further communication. 3.4.2.6. The depositories shall submit the quarterly report to SEBI in the format placed at Annexure 6. ============= Document 1 भारतीय प्रतिभूति और और विनिमय विनिमय बोर्ड Bi Securities and Exchange Board of India GB Annexures Annexure 1 - Formats for Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 FORM A¹ 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, CIN/DIN & Address PAN, Category Person (KMP / with Director of ....

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....Securities acquired/Disposed Person prior (Promoter/m acquisition/ & address ember of the disposal acquisition shares/ Securities held Date of allotment Date of Mode of Exchange post acquisition/ advice/ disposal of to intimation acquisition on which /disposal the trade company (on market/ was with contact nos. nated person/ promoter group/desig Director es (For share Type of No. and Type securiti % of securities (For eg. s/immediate eg. holding- relative |- Shares Shares, to/others Warrants, Warrants, etc.) Convert ible Debentu Convertib le ion / Debentur on/ res, Rights es, Rights entitlem of No. Value Transac Type of No. tion securities and % Type (For eg. of (PurchaShares, shareh se/sale Warrants, olding Pledge/Converti Revocat ble Debentur Invocati es, disposal of shares, specify From Το public/ executed rights/ preferential offer/ off market/ Inter-se transfer, ESOPs, etc.) Rights Others- entitleme entitleme please nt, etc.) 1 2 etc.) 4 nt, etc.) 67 Specify) 9 10 11 12 13 14 15 2 Erstwhile title of the Form'C' of the Circular SEBI/HO/ISD/CIR/P/2021/19 dated February 09, 2021 has been changed to....

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....nvertible |- ue tion Type securities 2 % of sharehol s ding securitie (For eg. Shares, Debentures, Rights Warrants Convertil ion/ Rights entitlement, lle Invocati entitlement, etc.) Debentur on/ Others- etc.) es, Rights please entitleme specify) nt, etc.) 3 5 6 7 8 9 10 11 12 13 market/ executed public/ rights/ Preferent ial offer / off market/ Inter- se transfer, ESOPS etc.) 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 3 Erstwhile title of the Form'D' of the Circular SEBI/HO/ISD/CIR/P/2021/19 dated February 09, 2021 has been changed to Form 'C'. Page 15 of 27 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Details of trading in derivatives on the securities of the company by other connected persons as identified by the company Trading in derivatives (Specify type of contract, Fut....

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....य बोर्ड Securities and Exchange Board of India 7 Details of the previous instances of violations, if any, since last financial year 8 If any amount collected for Code of Conduct violation(s) 9 i. Mode of transfer to SEBI - IPEF (Online/Demand Draft) ii. Details of transfer/payment In case of Online: Particulars Details Name of the transferor Bank Name, branch and Account number UTR/Transaction reference Number Transaction date Transaction Amount (in Rs.) In case of Demand Draft (DD): Particulars Bank Name and branch DD Number DD date DD amount (in ) Any other relevant information Details Yours faithfully, Date and Place Name and Signature of Compliance Officer PAN: Email ID: Page 18 of 27 GB भारतीय प्रतिभूति प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 3 - Steps/process required to be taken for implementation of System Driven Disclosures 1. The various formats and timelines for sharing of data sha....

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.... 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, the 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), and listed debt securities of equity listed companies. 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. On consolidation of the transactions, if the disclosure is triggered under Regulation 7(2) of PIT Regulations, the stock exchange(s) shall disseminate the same on their websites. The transaction(s) carried out on T day shall be disseminated on T+2 day basis. 11. In case of any discrepancy, the issue shall be resolved by listed company, stock exchanges and d....

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.... For example, for financial results for the quarter ending September 30, 2022, the listed company shall confirm the details by September 29, 2022. 6. DD shall provide the details received from the listed company (i.e. commencement date and end date of the trading window closure period, Name and PAN of DPs, ISIN, etc.) to the stock exchanges and other depository atleast 1 trading day prior to the commencement of trading window closure commencement date (T-1 day). For example, for financial results for the quarter ending September 30, 2022, the DD shall provide the details by September 30, 2022. Further, during the trading window closure period, DD shall also provide the aforesaid details and changes therein, if any, to the stock exchanges and other depository on a daily basis. 7. The demat accounts shall be identified by the depositories based on the PAN of the DP of sole / joint holder. 8. Based on demat accounts identified as per para 7 above and instruction given by listed company as per paras 3 and 4 above, the off-market transactions and creation of pledge shall be restricted by the depositories with reason code as "Trading Window Closure Period". 9. On the ba....

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....d 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. Page 23 of 27 Designated Depository to provide access to listed company on a portal/platform Portal will auto- populate details of designated person (PAN and Name) obtained for the purpose of system driven disclosure भारतीय प्रतिभूति और विनिमय बोर्ड Bi Securities and Exchange Board of India Annexure- 5 Process Flow Chart Listed company to update/confirm a) PAN of DPs to be frozen b) ISIN and c) "Start and End date" of trading window closure period Listed company shall select or de-select PAN of DPs at least 2 trading days prior to trading window closure start date i.e. T-2 days Designated depository shall provide relevant data to stock exchanges and other depository by next trading day i.e. T-1 day (eg. September 30, 2022....

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....SD/1/2010 2 23-Mar-11 Cir/ISD/1/2011 3 24-Mar-11 Cir/ISD/2/2011 4 11-May-15 Cir/ISD/1/2015 5 16-Sep-15 Cir/ISD/2/2015 6 7 8 9 10 11 23-Jul-20 SEBI/HO/ISD/CIR/P/P/2020/133 23-Jul-20 SEBI/HO/ISD/CIR/P/P/2020/135 09-Sep-20 SEBI/HO/ISD/CIR/P/P/2020/168 09-Feb-21 SEBI/HO/ISD/CIR/P/P/2021/19 16-Jun-21 SEBI/HO/ISD/ISD/CIR/P/2021/578 13-Aug-21 SEBI/HO/ISD/ISD/CIR/P/2021/617 Page 26 of 27 Subject Trading Rules and Shareholding in dematerialized mode Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication Addendum to Circular no. Cir/ISD/ 1/2011 dated March 23, 2011 Disclosures under SEBI (PIT) Regulations, 2015 Revised Disclosures formats under SEBI (PIT) Regulations, 2015 Allowing Offer for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period of Reporting to Stock Exchanges regarding violations of SEBI (PIT) Regulations, 2015 relating to Code of Conduct Automation Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 System driven disclosures Revised disclosure formats under Regulation 7 of SEBI (Pro....