TaxTMI 
TaxTMI 
Master Circular on Surveillance of Securities Market
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....idated in this Master Circular. 2. This 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Notwithstanding such rescission, a. anything done or any action taken or purported to have been done or taken under the rescinded circulars including but not limited to any inspection, or enquiry or investigation or adjudication commenced, or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b. the ....
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....tors 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 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 Regis....
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....et 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 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 coll....
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....ing 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 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 Regul....
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....comply with the obligations under PIT Regulations, as applicable to them, till further communication. 3.4.2.7. The depositories shall submit the quarterly report to SEBI in the format placed at Annexure 6. Annexures Annexure 1 - Formats for Disclosures 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 r....
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....ecurities held prior to acquisition/ disposal Securities acquired/Disposed Type of securities (For e g.- Shares Warrants, Convertible Debentures, Rights entitlements etc.) No. and % of share holding, Type of securities (For e g. -Shares, Warrants, Convertible Debentures, Rights entitlement, etc.) No. Value Transaction Type (Purcha se/sale Pledge / 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 S....
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....SOPs 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 other connected persons as identified by the company Trading in derivatives (Specify type of contract, Futures or Options etc.) Exchange on which the trade was executed Type of contract Contract 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 - R....
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....count number UTR/Transaction reference Number Transaction date Transaction Amount (in Rs.) In case of Demand Draft (DD): Particulars Details Bank Name and branch DD Number DD date DD amount (in Rs.) 9 Any other relevant information Date and Place Yours faithfully, Name and Signature of Compliance Officer PAN: Email ID: Annexure 3 - Steps/process required to be taken for implementation of System Driven Disclosures 1. The various formats and timelines for sharing of data shall be standardized, as agreed upon by the depositories and exchanges. 2. Listed company shall provide the information including PAN number of Promoter(s) including member(s) of the promoter group, designated person(s) and director(s) (hereinafter collectively referred to as Entities) as per PIT Regulations to the designated depository (selected in terms of SEBI circular ref. no. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018) in the format and manner prescribed by the Depositories. For PAN exempt entities, the Investor's D....
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.... 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 depositories in coordination with one another. Annexure - 4 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 PAN at security level Process for implementation of the system: 1. The Designated Depository ("DD") appointed by the listed company pursuant to the SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018 shall enable access to the respective listed company on the portal/ platform. 2. Upon login, DD shall auto-populate PAN and name of the DPs and their demat account number / DP ID and client ID (only in case of PAN exempt cases) as per the last updated or available information under system-d....
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....a received from the depositories, the stock exchanges shall restrict the on-market transactions of DPs in equity shares and equity derivatives contracts of the listed company from T day i.e. commencement date of trading window closure period. As per the example mentioned above, commencement date of trading window closure period shall be October 01, 20XX, for the quarter ending September 30, 20XX. 10. In case of any addition/deletion/updation pertaining to the details of DP, the listed company has to follow the procedure specified in terms para 3.3.4. mentioned in this Master Circular and shall be required to separately provide the details as mentioned at paras 3 and 4 above. Such instances shall be effected within 2 trading days of receipt of intimation from the listed company. For example, assuming the trading window closure period is October 01 - 15, 20XX and if the listed company adds any DP on October 10, 20XX, then the change i.e. freeze shall be effected on or before October 12, 20XX. 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 re....
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....rt submitted to SEBI. Annexure 7 List of rescinded Circulars S. No. Date Number Subject 1 02-Sep-10 SEBI/Cir/ISD/1/2010 Trading Rules and Shareholding in dematerialized mode 2 23-Mar-11 Cir/ISD/1/2011 Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication 3 24-Mar-11 Cir/ISD/2/2011 Addendum to Circular no. Cir/ISD/ 1/2011 dated March 23, 2011 4 11-May-15 Cir/ISD/1/2015 Disclosures under SEBI (PIT) Regulations, 2015 5 16-Sep-15 Cir/ISD/2/2015 Revised Disclosures formats under SEBI (PIT) Regulations, 2015 6 23-Jul-20 SEBI/HO/ISD/CIR/P/P/2020/133 Allowing Offer for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period 7 23-Jul-20 SEBI/HO/ISD/CIR/P/P/2020/135 Reporting to Stock Exchanges regarding violations of SEBI (PIT) Regulations, 2015 relating to Code of Conduct 8 09-Sep-20 SEBI/HO/ISD/CIR/P/P/2020/168 Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures 9 09-Feb-21 SEBI/HO/ISD/....