Master Circular on Surveillance of Securities Market

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....Master Circular is categorized subject wise under various 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Notwithstanding such rescission, a. anything done or any action taken or purported to have been done or taken under the rescinded circulars including but not limited to any inspection, or enquiry or investigation or adjudication commenced, or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b. the previous operation of the rescinded circula....

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....cases of Corporate Debt Restructuring (CDR) packages by the CDR Cell of the RBI. 1.2.2. Securities that are 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 obse....

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....pany in physical/electronic mode as per the prescribed format (Annexure 1) Regulation 8 & 9 3.1.2. With reference to the requirements 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 viola....

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....iven disclosures is provided at Annexure 3. 3.3.5. The depositories and stock exchange(s) shall make necessary arrangements such that the disclosures pertaining to 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 w....

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.... chart of the same is enclosed at Annexure 5. 3.4.2.5. The Compliance Officer and DPs of listed companies shall continue to independently comply with the obligations under PIT Regulations, 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 me....

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.... 7 (2) read with Regulation 6(2) - Continual Disclosure] ISIN of the company: Details of change in holding of Securities of 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). Name, PAN, to CIN/DIN, Category of Securities held 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 ....

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....e, PAN, CIN/DIN, ion with acquisition/disposal company & address with contact acquired/Disposed Securities held post Date of acquisition/disposal allotment Date of Mode of Exchang intimation acquisiti e on on/dispo which the company sal (on trade was advice/ acquisition of shares/ to disposal of shares specify No. and % From To (For eg.- of (Purcha Shares, se/Sale/Warrants, Pledge/ Convertible Revocat Debentures, share holding nos. of other connecte d persons as identified by the company Туре securities (For eg. - Shares, of No. and Type of No. Val Transac Type of Warrants, Convertible |- 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/ Prefer....

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....onal Role of DP V. Whether DP is Promoter or belongs to Promoter Group B. If Reporting is for immediate relative of DP İ. Name of the immediate relative of DP ii. PAN of the immediate relative of DP C. Details of transaction(s) İ. Name of the scrip ii. No of shares traded and value (*) (Date- wise) Details D. In case value of trade(s) is more than 10 lacs in a calendar quarter ii. İ. Date of intimation of trade(s) by concerned DP/director/promoter/promoter group to Company under Regulation 7 of SEBI (PIT) Regulations, 2015 Date of intimation of trade(s) by Company to stock exchanges under regulation 7 of SEBI Regulations, 2015 Details of violations observed under Code of Conduct Action taken by Listed company/ Intermediary/ Fiduciary Reasons recorded in writing for taking action stated above Page 17 of 27 (PIT) GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 7 Details of the previous instances of violations, if any, ....

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....e 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 depositories and stock exchange(s). Page 19 of 27 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 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 Non-Disposal Undertakings (NDUs) etc. of the entities. ● Details of off market transactions of the entities. • Details of transmission of shares of the entities. • Detai....

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....ar. 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. Page 21 of 27 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 5. The listed company....

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....t of intimation from the listed company. For example, assuming the trading window closure period is October 01 - 15, 2022 and if the listed company adds any DP on October 10, 2022, then the change i.e. freeze shall be effected on or before October 12, 2022. cases, 11. There shall be provision in the system to specify the details of DP to be exempted by listed company from Trading Window restriction in terms of Clause 4 (3) of Schedule B read with regulation 9 of PIT Regulations. In such 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, 2022, then the change i.e. de-freeze shall be effected on or before October 13, 2022. 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, any, tak....

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....¥à¤°à¤¤à¤¿à¤­à¥‚ति और विनिमय बोर्ड Securities and Exchange Board of India Annexure -6 Report by Depositories for implementation of framework for restricting trading by Designated Persons by Freezing PAN at security level. Sr.No 1 2 3 4 Particulars Total number of listed companies which have appointed Depository (NSDL/CDSL) as designated depository (DD) Total number of listed companies on which implementation of framework for restricting trading by Designated Persons ("DPs") by Freezing PAN at security level applicable Total Number of unique and valid PAN's of KMP/DPS provided by issuers/ listed companies for trading window closure restriction to the DD, at end of quarter. Total number of accounts in which PAN-ISIN level freeze in the demat accounts of the concerned DPs was levied towards trading window closure for the quarter. 5 Total no of exemptions given to DPs from Trading Window restriction in terms of Clause 4(3) of Schedule B read with regulation 9 of PIT Regulations Count Depositories sh....