MASTER CIRCULAR
SEBI/HO/ISD/ISD/CIR/P/2021/22 March 01, 2021
To
1. All Recognized Stock Exchanges
2. All Depositories
3. All Listed Companies
4. All Market Intermediaries registered with SEBI under Section 12 of the SEBI Act,
1992
5. Fiduciaries as per SEBI (Prohibition of Insider Trading) Regulations, 2015
Dear Sir/Madam,
Sub: Master Circular on Surveillance of Securities Market
1. Securities and Exchange Board of India (SEBI) from time to time, has been issuing
various circulars for effective surveillance of the securities market.
2. In order to enable the users to have an access to all the applicable circulars at one place,
the Master Circular on Surveillance of Securities Market has been prepared.
3. This Master Circular is a compilation of the circulars issued by Integrated Surveillance
Department, which are operational as on date of this circular.
4. The list of applicable Circulars has been appended. In case of any inconsistency
between the Master Circular and the applicable circulars, the content of the relevant
circular shall prevail.
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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: krantip@sebi.gov.in
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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 ..................................................................................................... 9
3.3 Reporting to Stock Exchanges regarding violations relating to the Code of
Conduct .............................................................................................................................................. 9
3.4 Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of
Insider Trading) Regulations, 2015 - System driven disclosures .................................... 11
4. Annexures ................................................................................................................ 13
4.1 Annexure 1 – Formats for Disclosures under SEBI (Prohibition of Insider Trading)
Regulations, 2015…………………………………………………………………..…13
4.1.1 Form A – Regulation 7 (1) (a) read with Regulation 6 (2) – Initial disclosure
to the company…………………………………………………………………13
4.1.2 Form B – Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on
becoming a Key Managerial Personnel/Director/Promoter/Member of the
promoter group ……………………………………………………………..…14
4.1.3 Form C – Regulation 7 (2) read with Regulation 6(2) – Continual
Disclosure.................................................................................................15
4.1.4 Form D – Regulation 7(3) – Transactions by Other connected persons as
identified by the company ……………………………………………………17
4.2 Annexure 2 – Report by (Name of the listed company/ Intermediary/Fiduciary) for
violations related to Code of Conduct under SEBI (Prohibition of Insider Trading)
Regulations, 2015 ……………………………………………………………………19
4.3 Annexure 3 – Steps/process required to be taken for implementation………….21
5. Schedule 1 - List of Circulars…………………………………………………………….23
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1. Trading Rules and shareholding in dematerialized mode1
1.1. In order to moderate sharp and destabilizing price movements in shares of
companies, to encourage better price discovery and to increase transparency in
securities market, SEBI in consultation with Stock Exchanges has decided to adopt
following measures:-
1.1.1. 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 excluded2.
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
20113 as reported to the stock exchanges4.
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
1 Circular SEBI/Cir/ISD/ 1 /2010 dated September 02, 2010
2 Circular SEBI/Cir/ISD/ 2 /2010 dated October 26, 2010
3 Circular SEBI/Cir/ISD/ 5 /2011 dated September 30, 2011
4 Circular SEBI/Cir/ISD/ 3 /2011 dated June 17, 2011
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100% promoter(s) holding in demat form. Such exemption shall be applicable
in cases where5 :-
1.1.3.1. Promoter(s) have sold their shares in physical mode and such shares
have not been lodged for transfer with the company; or
1.1.3.2. Matters concerning part/entire shareholding of promoters/promoter
group are sub judice before any Court/Tribunal; or
1.1.3.3. Shares cannot be converted into demat form due to death of any
promoter(s); or
1.1.3.4. Shares allotted to promoter(s) that await final approval for listing from
stock exchange and such pendency is less than 30 days or shares that
upon receipt of final listing approval from stock exchange are pending
conversion to demat and such pendency is less than 15 days.
1.1.4. For availing such exemption, companies shall approach Stock Exchange(s)
along with necessary documentary evidence.
1.1.5. In all cases, wherein the companies do not satisfy the above criteria, the
trading in securities of such companies shall take place in trade for trade
segment. For the above purpose, the exchanges shall take the latest
shareholding pattern as required to be submitted by the listed companies with
exchanges in pursuance to the Listing agreement as of the preceding quarter
or of any subsequent date6.
1.1.6. In addition to above measures, in the following cases (except for the original
scrips, on which derivatives products are available or included in indices on
which derivatives products are available) the trading shall take place in TFT
segment for first 10 trading days with applicable price band while keeping the
price band open on the first day of trading.
5 Circular SEBI/Cir/ISD/ 1 /2012 dated March 30, 2012
6 Circular SEBI/Cir/ISD/ 3 /2011 dated June 17, 2011
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1.1.6.1. Merger, demerger, amalgamation, capital reduction/consolidation,
scheme of arrangement, in terms of the Companies Act and/or as
sanctioned by the Courts, in cases* of rehabilitation packages approved
by the Board of Industrial and Financial Reconstruction under Sick
Industrial Companies Act and in cases of Corporate Debt Restructuring
(CDR) packages by the CDR Cell of the RBI.
1.1.6.2. Securities that are being admitted to trading from another exchange by
way of direct listing/MOU/securities admitted for trading under permitted
category.
1.1.6.3. Where suspension of trading is being revoked after more than one year.
1.1.7. Further, in all cases, the exchanges 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 exchanges to enable
investors to take informed decision.
2. Unauthenticated news circulated by SEBI Registered Market Intermediaries
through various modes of communication7
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,
7 Circular Cir/ISD/ 1 /2011 dated March 23, 2011
(*) Now broadly under the framework of Insolvency and Bankruptcy Code, 2016
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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 code of conduct and controls should be put in place.
2.3.2. Employees/temporary staff/voluntary workers etc. employed/working in the
Offices of market intermediaries do not encourage or circulate rumours or
unverified information obtained from client, industry, any trade or any other
sources without verification.
2.3.3. Access to Blogs/Chat forums/Messenger sites etc. should either be restricted
under supervision or access should not be allowed.
2.3.4. Logs for any usage of such Blogs/Chat forums/Messenger sites (called by any
nomenclature) shall be treated as records and the same should be maintained
as specified by the respective Regulations which govern the concerned
intermediary.
2.3.5. Employees should be directed that any market related news received by them
either in their official mail/personal mail/blog or in any other manner, should
be forwarded only after the same has been seen and approved by the
concerned Intermediary’s Compliance Officer. If an employee fails to do so,
he/she shall be deemed to have violated the various provisions contained in
SEBI Act/Rules/Regulations etc. and shall be liable for action. The
Compliance Officer shall also be held liable for breach of duty in this regard8.
8 Circular Cir/ISD/ 2 /2011 dated March 24, 2011
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3. SEBI (Prohibition of Insider Trading) Regulations, 2015
3.1. Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 20159
3.1.1. With reference to the requirements of Regulation 6 of SEBI (Prohibition of
Insider trading) Regulations 2015 (“the Regulations”), the disclosures may be
maintained by the company in physical/electronic mode as per the prescribed
format (Annexure 110)
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. Formulated and published (on its official website), code of practices and
procedures for fair disclosure of Unpublished Price Sensitive Information
(UPSI), is confirmed to the stock exchanges, immediately.
3.1.2.2. Formulated code of conduct is confirmed to the stock exchanges,
immediately.
3.1.2.3. 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.
9 Circular Cir/ISD/ 1 /2015 dated May 11, 2015
10 The formats have been revised vide Circular Cir/ISD/ 2 /2015 dated September 16, 2015 and are further updated vide
Circular SEBI/HO/ISD/ISD/CIR/P/2021/19 dated Feb 09, 2021
Page 8 of 23
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 Exchanges regarding violations under Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
relating to the Code of Conduct (CoC) 12
3.3.1. 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 the amended 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.
11 Circular SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020
12 Circular SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23, 2020
Page 9 of 23
3.3.2. 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).
3.3.3. 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 collected by the
listed companies, intermediaries and fiduciaries under these clauses for
violation(s) of CoC shall be remitted to the Board for credit to the Investor
Protection and Education Fund (IPEF) administered by the Board under the
Securities and Exchange Board of India Act, 1992.
3.3.4. As per Regulation 4(2) of SEBI (Investor Protection and Education Fund)
Regulations, 2009, such amounts shall be credited to the IPEF through the
online mode or by way of a demand draft (DD) in favour of the Board (i.e.
SEBI – IPEF) payable at Mumbai. The bank account details of SEBI – IPEF
for online transfer is given below:
Name of Beneficiary SEBI – IPEF
Bank Name Bank of India
Bank Branch Bandra Kurla Complex (BKC)
Account Number 012210210000008
IFSC Code BKID0000122
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3.4. Automation of Continual Disclosures under Regulation 7(2) of SEBI
(Prohibition of Insider Trading) Regulations, 2015 - System driven
disclosures13
3.4.1. SEBI, vide circular no. CIR/CFD/DCR/17/2015 dated December 01, 2015,
CFD/DCR/CIR/2016/139 dated December 21, 2016 and
SEBI/HO/CFD/DCR1/CIR/ P/2018/85 dated May 28, 2018, implemented the
system driven disclosures in phases, under SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 and PIT Regulations.
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.
13 Circular SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020
Page 11 of 23
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, 2021.
3.4.7. As currently done, the disclosures generated through the system shall be
displayed separately from the regular disclosures filed with the exchanges.
3.4.8. This circular supersedes the earlier circulars dated December 01, 2015,
December 21, 2016 and May 28, 2018 with respect to implementation of
System driven disclosures under PIT Regulations.
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Annexures
Annexure 1 - Formats for Disclosures under SEBI (Prohibition of Insider Trading)
Regulations, 2015
FORM A
SEBI (Prohibition of Insider Trading) Regulations, 2015
[Regulation 7 (1) (a) read with Regulation 6 (2) – Initial disclosure to the company]
Name of the company:
ISIN of the company:
Details of Securities held by Promoter, Key Managerial Personnel (KMP), Director and other
such persons as mentioned in Regulation 6(2)
Name, PAN, Category of Securities held as on the date of % of
CIN/DIN & Person regulation coming into force Shareholding
address (Promoter/KMP
with /Directors/
contact immediate
Type of security (For eg. – No.
nos. relative to/others
Shares, Warrants,
etc.)
Convertible Debentures
etc.)
1 2 3 4 5
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 of the company held by Promoter, Key Managerial
Personnel (KMP), Director and other such persons as mentioned in Regulation 6(2)
Open Interest of the Future contracts held as Open Interest of the Option Contracts held as
on the date of regulation coming into force on the date of regulation coming into force
Contract Number of Notional value Contract Number of Notional
Specifications units in Rupee Specifications units value in
(contracts terms (contracts Rupee terms
* lot size) * lot size)
6 7 8 9 10 11
Note: In case of Options, notional value shall be calculated based on premium plus strike
price of options
Name & Signature:
Designation:
Date:
Place:
Page 13 of 23
FORM B
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, Category of Date of Securities held at the time of % of
CIN/DIN & Person (KMP / appointment appointment of KMP/Director Shareholding
Address with Director or of or upon becoming Promoter
contact nos. Promoter or KMP/Director / or member of the promoter
member of the OR Date of group
promoter group/ becoming
Type of securities No.
Immediate Promoter/
(For eg. – Shares,
relative member of the
Warrants,
to/others, etc.) promoter
Convertible
group
Debentures,
Rights
entitlements, etc.)
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 and immediate relatives of such persons and by other such
persons as mentioned in Regulation 6(2).
Open Interest of the Future contracts held at the Open Interest of the Option Contracts held at the
time of appointment of Director/KMP or upon time of appointment of Director/KMP or upon
becoming Promoter/member of the promoter becoming Promoter/member of the promoter
group group
Contract Number of Notional value Contract Number of Notional value
specifications units in Rupee terms specifications units in Rupee terms
(contracts (contracts
* lot size) * lot size)
7 8 9 10 11 12
Note: In case of Options, notional value shall be calculated based on premium plus strike price of options
Name & Signature:
Designation:
Date:
Place:
Page 14 of 23
FORM C
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, Category of Securities held Securities acquired/Disposed Securities held Date of allotment Date of Mode of Exchange
PAN, Person prior to post acquisition/ advice/ intimation acquisition on which
CIN/DIN, (Promoter/m acquisition/ disposal acquisition of to /disposal the trade
& address ember of the disposal shares/ company (on market/ was
with promoter disposal of shares, public/ executed
contact group/desig specify rights/
nos. nated Type of No. and Type of No. Value Transac Type of No. From To preferential
person/ securiti % of securities tion securities and % offer/
Director es (For share (For eg. Type (For eg. of off market/
s/immediate eg. holding – (Purcha – Shares, shareh Inter-se
relative – Shares, Shares, se/sale Warrants, olding transfer,
to/others Warrants, Warrants, Pledge / Converti ESOPs,
etc.) Convert Convertib Revocat ble etc.)
ible le ion / Debentur
Debentu Debentur Invocati es,
res, es, on/ Rights
Rights Rights Others- entitleme
entitlem please nt, etc.)
entitleme
ents specify)
nt, etc.)
etc.)
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
Page 15 of 23
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 Buy Sell
contract specifications
Notional Number of Notional Value Number of units
Value units (contracts * lot
(contracts * lot size)
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:
Page 16 of 23
FORM D (Indicative format)
SEBI (Prohibition of Insider Trading) Regulations, 2015
Regulation 7(3) – Transactions by Other connected persons as identified by the company
Details of trading in securities by other connected persons as identified by the company
Name, PAN, Connect Securities held prior to Securities Securities held post Date of Date of Mode of Exchange on
CIN/DIN, ion with acquisition/disposal acquired/Disposed acquisition/disposal allotment intimation acquisition/ which the
& address company advice/ to company disposal (on trade was
with contact acquisition market/ executed
nos. of other of shares/ public/
connected disposal of rights/
persons as shares Preferential
identified by specify offer / off
the company Type of No. and Type of No. Val Transac Type of No. From To market/
securities % of securitie ue tion securities and % Inter-
(For eg. sharehol s Type (For eg. – of se transfer,
– Shares, ding (For eg. (Purcha Shares, share ESOPs etc. )
Warrants, – se/Sale/ Warrants, holding
Convertible Shares, Pledge/ Convertible
Debentures, Warrants Revocat Debentures,
Rights Convertib ion / Rights
entitlement, le Invocati entitlement,
etc.) Debentur on/ etc.)
es, Others-
Rights please
entitleme specify)
nt, etc.)
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
Page 17 of 23
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
Type of Contract Buy Sell executed
Contract specifications
Notional Value Number of units Notional Value Number of units
(contracts * lot size)
(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:
Page 18 of 23
Annexure 2 - Report by (Name of the listed company/ Intermediary/Fiduciary) for
violations related to Code of Conduct under SEBI (Prohibition of Insider Trading)
Regulations, 2015
[For listed companies: Schedule B read with Regulation 9 (1) of SEBI (Prohibition of
Insider Trading) Regulations, 2015
For Intermediaries/ Fiduciaries: Schedule C read with Regulation 9(1) and 9(2) of SEBI
(Prohibition of Insider Trading) Regulations, 2015]
Sr.
Particulars Details
No.
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/promoter/promoter group to Company
under Regulation 7 of SEBI (PIT) Regulations, 2015
Page 19 of 23
Sr.
Particulars Details
No.
ii. Date of intimation of trade(s) by Company to stock
exchanges under regulation 7 of SEBI (PIT)
Regulations, 2015
4 Details of violations observed under Code of Conduct
5 Action taken by Listed company/ Intermediary/ Fiduciary
6 Reasons recorded in writing for taking action stated above
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)
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 Details
Bank Name and branch
DD Number
DD date
DD amount (in Rs.)
9 Any other relevant information
Yours faithfully,
Date and Place Name and Signature of Compliance Officer
PAN:
Email ID:
Page 20 of 23
Annexure 3 - Steps/process required to be taken for implementation
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. The information shall be provided within 10 days from the date of
this circular.
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 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.
Page 21 of 23
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 entities.
• Details of transmission of shares of the entities.
• Details of corporate 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,
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).
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 exchanges 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.
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Schedule 1
List of Circulars
S. Date Number Subject
No.
1 02-Sep-10 SEBI/Cir/ISD/1/2010 Trading Rules and Shareholding in dematerialized
mode
2 26-Oct-10 SEBI/Cir/ISD/2/2010 Clarification on Trading Rules and shareholding in
dematerialized mode
3 23-Mar-11 Cir/ISD/1/2011 Unauthenticated news circulated by SEBI
Registered Market Intermediaries through various
modes of communication
4 24-Mar-11 Cir/ISD/2/2011 Addendum to Circular no. Cir/ISD/1/2011 dated
March 23, 2011
5 17-Jun-11 Cir/ISD/3/2011 Shareholding of promoter/promoter group to be in
dematerialized mode
6 30-Sep-11 Cir/ISD/5/2011 Clarification on 100% promoter holding in demat
form
7 30-Mar-12 SEBI/Cir/ISD/1/2012 Exemptions from 100% promoter(s) holding in
demat form
8 11-May-15 Cir/ISD/1/2015 Disclosures under SEBI (PIT) Regulations, 2015
9 16-Sep-15 Cir/ISD/2/2015 Revised Disclosures formats under SEBI (PIT)
Regulations, 2015
10 23-Jul-20 SEBI/HO/ISD/CIR/P/P/20 Allowing Offer for Sale (OFS) and Rights
20/133 Entitlements (RE) transactions during trading
window closure period
11 23-Jul-20 SEBI/HO/ISD/CIR/P/P/20 Reporting to Stock Exchanges regarding violations
20/135 of SEBI (PIT) Regulations, 2015 relating to Code
of Conduct
12 09-Sep-20 SEBI/HO/ISD/CIR/P/P/20 Automation of Continual Disclosures under
20/168 Regulation 7(2) of SEBI (Prohibition of Insider
Trading) Regulations, 2015 - System driven
disclosures
13 09-Feb-21 SEBI/HO/ISD/CIR/P/P/20 Revised disclosure formats under Regulation 7 of
21/19 SEBI (Prohibition of Insider Trading) Regulations,
2015
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