TaxTMI 
TaxTMI 
Master Circular on Surveillance of Securities Market
X X X X Extracts X X X X
X X X X Extracts X X X X
....ves for Surveillance Related Lapses" at Market Infrastructure Institutions" dated June 06, 2024 with reference number SEBI/HO/ISD/ISDPoD-1/P/CIR/2024/73; b. "Allowing subscription to the issue of Non-Convertible Securities during trading window closure period" dated December 30, 2024 with reference number SEBI/HO/ISD/ISD-PoD-2/P/CIR/2024/180; and c. "Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 - Extension of automated implementation of trading window closure to Immediate Relatives of Designated Persons, on account of declaration of financial results" dated April 21, 2025 with reference number SEBI/HO/ISD/ISD-PoD2/P/CIR/2025/55. 3. With the issuance of this Master Circular, all directions/ instructions contained in the Circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to Surveillance of Securities Market. 4. Notwithstanding such rescission: a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such res....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period 5.2. 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") and their 19 Immediate Relatives, by freezing Permanent Account Number (PAN) at security level Annexure 1 22 Annexure 2 27 Annexure 3 29 Sl. No. Subject Page No. Annexure 4 31 Annexure 5 35 Annexure 6 36 Appendix- List of circulars rescinded 37 EBi LIST OF ABBREVIATIONS Abbreviation Full Form CIN Corporate Identification Number CoC Code of Conduct DD Designated Depository DIN Director Identification Number DPS Designated Persons DP Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 ESOP Employee Stock Ownership Plan FDSRL Financial Disincentives for Surveillance Related Lapses IPEF Investor Protection and Education Fund ISD Integrated Surveillance Department ISIN International Securities Identification Number KMP Key Managerial Personnel MIIs Market Infrastructure Institutions MIs Market Intermediaries MOU Memorandum of Unders....
X X X X Extracts X X X X
X X X X Extracts X X X X
....culated by SEBI Registered Market Intermediaries through various modes of communication3 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 Registered Market Intermediaries are directed that: 2.3.1. Proper internal co....
X X X X Extracts X X X X
X X X X Extracts X X X X
....surveillance as part of the core functions of the Depository. 3.3. The general objective of surveillance by MIIs is thus to monitor the market to detect and deter manipulation or abusive trading that affects the integrity of the market, and to provide information that supports the Regulator's enforcement actions. In this backdrop, market surveillance by MIIs may be said to include, but not limited to the following broad activities as may be applicable from time to time: 3.3.1. Monitoring the day-to-day activities in the markets including trading / margining / settlement / demat transactions / holdings; 3.3.2. Monitoring the conduct of market intermediaries through generation and processing of alerts, seeking trading rationale, carrying out snap analysis / preliminary examination and if required, detailed analysis / examination and timely submission of Report to SEBI; 3.3.3. Reporting of abnormal / suspicious activities as per the framework that is to be communicated by SEBI; 4 Circular no. SEBI/HO/ISD/ISD-PoD-1/P/CIR/2024/73 dated June 06, 2024 3.3.4. Promptly implementing the decisions taken in the surveillance meetings; and 3.3.5. Endeavouring to take pr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....dentification of SRL 3.5.3.1. Upon identification of SRL at MIIs, as indicated in para 3.5.1. above or upon receipt of information of any such instances, SEBI shall provide an opportunity to the concerned MII to make its submissions, in respect of the SRL. 3.5.3.2. The submissions made by the concerned MII shall be considered by SEBI before imposing any "Financial Disincentive" on the concerned MII as per the framework. 3.5.3.3. The "Financial Disincentive(s)" under the framework of FDSRL, if imposed, shall be credited by the MII concerned, within 15 working days, to the Investor Protection and Education Fund ("SEBI-IPEF") established under the SEBI Act and a confirmation of payment in this regard shall be forwarded to SEBI. 3.5.4. Disclosure 3.5.4.1. MIIs shall disclose on their websites (and in their respective annual reports) the details pertaining to financial disincentive(s) if any, credited to the SEBI- IPEF in terms of paragraph 3.5.3.3 .. Further, listed MIIs shall make appropriate disclosures required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding any financial disincentiv....
X X X X Extracts X X X X
X X X X Extracts X X X X
....quired to handle UPSI, who have formulated a code of conduct as per the requirements of PIT Regulations. 5 Circular nos. CIR/ISD/01/2015 dated May 11, 2015, CIR/ISD/02/2015 dated September 16, 2015 and SEBI/HO/ISD/ISD/CIR/P/2021/19 dated February 09, 2021 6 Added in line with Circular no. CIR/ISD/01/2015 dated May 11, 2015 GB 4.2. Reporting to Stock Exchanges regarding violations under SEBI (Prohibition of Insider Trading) Regulations, 2015 relating to the Code of Conduct (CoC)7 4.2.1. 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. 4.2.2. 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 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s are disseminated on the websites of respective stock exchange(s). 4.3.6. As currently done, the disclosures generated through the system shall be displayed separately from the regular disclosures filed with the stock exchange(s). 9 Circular nos. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020, SEBI/HO/ISD/ISD/CIR/P/2021/578 dated June 16, 2021 and SEBI/HO/ISD/ISD/CIR/P/2021/617 dated August 13, 2021 4.3.7. For the listed companies who have complied with the aforesaid requirements, the manual filing of disclosures as required under Regulation 7(2) (a) & (b) of PIT Regulations is not mandatory. 5. Trading Window closure 5.1. Allowing subscription to the issue of Non-Convertible Securities (NCS), Offer for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period 10 5.1.1. Clause 4 (3) (b) of Schedule Bread 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. 5.1.2. In addition to the transactions mentioned in Clause 4 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sted company and their immediate relatives, during trading window closure period. 5.2.4 The framework for freezing of PAN of DPs and their immediate relatives, at security level ('PAN-ISIN freeze framework'), shall apply to trading window closure due to declaration of financial results of the listed companies. Further, the restriction on trading shall be for on-market transactions, off-market transfers and creation of pledge in equity shares and equity derivatives contracts (i.e. Futures and Options) of such listed companies. The procedure for implementation of the system is enclosed as Annexure 4. The flow chart of the same is enclosed as Annexure 5. 5.2.5 For the companies newly listed on Stock Exchanges, the freezing of PAN of DPs and their immediate relatives, at security level, will start from 1st day of the second quarter from the quarter in which the company gets listed. For example, for a company getting listed during April 01 to June 30, 20XX, PAN of DPs and their immediate relatives should be frozen at security level as per prescribed framework, latest from October 01, 20XX. 5.2.6 The Compliance Officer, DPs of listed companies and their immediate relat....
X X X X Extracts X X X X
X X X X Extracts X X X X
....calculated based on premium plus strike price of options Name & Signature: Designation: Date: Place: 13 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'. FORM B 14 SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2) - Continual Disclosure] Name of the company: 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, CIN/DIN, & address with contact nos. Category of Person (Promoter/m ember of the promoter group/desig Securities held prior to acquisition/ disposal Securities acquired/Disposed 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 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....market/ Inter- se transfer, ESOPs etc. ) Exchang e on which the trade was executed Type of securities (For e.g. - Shares, Warrants, Convertible Debentures, Rights entitlement, etc.) No. and % of sharehol ding Type of securitie s (For e.g. – Shares, Warrants Convertit le Debentur es, Rights entitleme nt, etc.) No. Val ue Transac tion Type (Purcha se/Sale/ Pledge/ Revocat ion / Invocati on/ Others- please specify) Type of securities (For e.g. - Shares, Warrants, Convertible Debentures, Rights entitlement, etc.) No. and % of share holding From To 1 2 3 4 5 6 7 8 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 15 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'. Details of trading in derivatives on the securities of the company by other connected persons as identified by the company Exchange on which the Type of Contract Contract specifications Buy Sell trade was executed Notio....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Email ID: 16 Circular no. SEBI/HO/GSD/TAD/P/CIR/2023/149 dated September 4, 2023 GBi 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 Demat account number(s) shall be specified by the listed company. 3. The designated depository shall share the information received from the listed company with other depository. 4. In case of any subsequent update in the details of the entities, the listed company shall update the information with the designated depository on the same day. The designated depository shall share the incremental cha....
X X X X Extracts X X X X
X X X X Extracts X X X X
....positories 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") and their immediate relatives, 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 immediate relatives, 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-driven disclosure uploaded by the listed company with DD in terms of para 4.3.4. mentioned in this Master Circular. Listed company to provide details of Immediate Relatives of respective DPs as per format prescribed by DD. 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 accoun....
X X X X Extracts X X X X
X X X X Extracts X X X X
....atives 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 DPs and their immediate relatives, the listed company has to follow the procedure specified in terms para 4.3.4. 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 two 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 and its immediate relatives 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 DPs and their immediate relatives to be exempted by listed company from Trading Window restriction in terms of Clause 4 (3) of Schedule B read with Regula....
X X X X Extracts X X X X
X X X X Extracts X X X X
....uarter ending June 30, 20XX, the listed company has to confirm the details by June 29, 20XX Any addition/exemption of/to DPs and their immediate relatives during trading window closure period, such changes will be effected by 2 trading days of intimation by the company Eg. Assuming trading window closure period is July 01 - 15, 20XX. If company adds/provides exemption to any DP and their immediate relatives on July 08, 20XX, the change i.e. freeze or de-freeze shall be effected by July 10, 20XX GBi Report by Depositories for implementation of framework for restricting trading by Designated Persons and their immediate relatives by Freezing PAN at security level. Sr.No Particulars Count 1 Total number of listed companies which have appointed Depository (NSDL/CDSL) as designated depository (DD) 2 Total number of listed companies on which implementation of framework for restricting trading by Designated Persons ("DPs") and their immediate relatives, by Freezing PAN at security level, is applicable 3 Total Number of unique and valid PANs of KMPs/DPs and their immediate relatives provided by issuers/ listed companies, to the DD for Trading Window Closure restriction, at....