MASTER CIRCULAR
SEBI/HO/ISD/ISD-PoD-2/P/CIR/2023/039 March 23, 2023
To
1. All Recognized Stock Exchanges
2. All Depositories
3. All Listed Companies
4. All Market Intermediaries (MIs) registered with SEBI under Section 12 of the SEBI Act,
1992
5. Fiduciaries as per Securities and Exchange Board of India (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) has been issuing various circulars from time
to time pertaining to effective surveillance of the securities market. Further, a Master Circular
in the form of a compilation of all the relevant circulars was issued on this subject on
September 13, 2022. In order to ensure availability of consolidated information contained in
all the circulars pertaining to surveillance of securities market at one place, the provisions of
the relevant circulars have been consolidated 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.
Page 1 of 27
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rescinded circulars including but not limited to any inspection, or enquiry or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rescinded circulars, prior to such rescission, shall be deemed to have been done or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b. the previous operation of the rescinded circulars or anything duly done or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 liability acquired, accrued
or incurred under the rescinded circulars, any penalty, incurred in respect of any
violation committed against the rescinded circulars, or any investigation, legal
proceeding or remedy in respect of any such right, privilege, obligation, liability,
penalty as aforesaid, shall remain unaffected as if the rescinded circulars have
never been rescinded;
4. This Master Circular is issued in exercise of powers conferred under Section 11 (1)
of the Securities and Exchange Board of India Act, 1992 to protect the interest of investors
in securities and to promote the development of, and to regulate the securities market.
5. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under the
category “LegalMaster Circulars”.
Yours faithfully,
Nitin Singh
Deputy General Manager
Phone: +91-22-26449254
E-mail: nitins@sebi.gov.in
Page 2 of 27
Table of Contents
Sr. Contents Page
No. No.
1 Trading Rules and Shareholding in dematerialized mode 4
2 Monitoring of unauthenticated news circulated by SEBI Registered 5
Market Intermediaries through various modes of communication
3 Disclosure reporting under the SEBI (Prohibition of Insider Trading)
Regulations, 2015
3.1. Disclosures under Regulation 6 and Regulation 8 (Code of Fair 7
Disclosure) and Regulation 9 (Code of Conduct)
3.2. Reporting to Stock Exchanges regarding violations relating to 8
the Code of Conduct
3.3. Automation of Continual Disclosures under Regulation 7(2) of 9
SEBI (Prohibition of Insider Trading) Regulations, 2015 -
System driven disclosures
3.4. Trading Window Closure 10
Annexures
Annexure 1 12
Annexure 2 17
Annexure 3 19
Annexure 4 21
Annexure 5 24
Annexure 6 25
Annexure 7 26
Page 3 of 27
1. Trading Rules and shareholding in dematerialized mode
1.1. Securities of companies shall be traded in the normal segment of the stock exchange if
and only if, the company has achieved 100% of promoter’s and promoter group’s
shareholding in dematerialized form. All non-compliant companies which are in Trade
for Trade (TFT) segment or under suspension shall remain under Trade for Trade till
the time the promoters of the respective companies fully comply. For the above
purpose, the stock exchanges shall take the latest shareholding pattern as required to
be submitted by the listed companies with stock exchanges in pursuance to the Listing
agreement as of the preceding quarter or of any subsequent date.
1.2. 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
1.2.1. 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 National Company Law
Tribunal (NCLT) under the provisions of Companies Act, 2013 and Insolvency
and Bankruptcy Code, 2016 and in 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.
Page 4 of 27
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 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 social media platforms/ instant messaging services/ VoIP / Blogs/Chat
forums/ websites/e-mail or any such medium should either be subject to
controlled supervision or access should not be allowed.
2.3.4. Logs for any usage of such social media platforms/ instant messaging services/
VoIP / Blogs/Chat forums/websites/e-mail or any such medium shall be treated
Page 5 of 27
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 Compliance
Officer of the concerned Intermediaries. If an employee fails to do so, he/she
shall be deemed to have violated the various provisions contained in SEBI Act
and the Rules / Regulations framed thereunder, and shall be liable for action. The
Compliance Officer shall also be held liable for breach of duty in this regard.
Page 6 of 27
3. Disclosure reporting under the SEBI (Prohibition of Insider Trading) Regulations,
2015
3.1. Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT
Regulations”)
Regulation 6
3.1.1. With reference to the requirements of Regulation 6 of PIT Regulations, the
disclosures may be maintained by the company 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.
Page 7 of 27
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 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.
3.2.4. As per Regulation 4(2) of SEBI (Investor Protection and Education Fund)
Regulations, 2009, such amounts shall be credited to the IPEF through
NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway or
any other mode as may be specified by the Board from time to time. 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
Page 8 of 27
3.3. Automation of Continual Disclosures under Regulation 7(2) of PIT Regulations -
System Driven Disclosures
3.3.1. 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.
3.3.2. The system driven disclosures will be implemented 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.
3.3.3. The system driven disclosures shall pertain to trading in equity shares, equity
derivative instruments i.e. Futures and Options of the listed company (wherever
applicable) and listed debt securities of equity listed companies by the Entities.
3.3.4. The procedure for implementation of the system driven 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.
Page 9 of 27
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 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 Regulation 9 of PIT Regulations,
inter-alia, states that “Designated persons may execute trades subject
to compliance with these regulations. Towards this end, a notional
trading window shall be used as an instrument of monitoring the
trading by the designated persons. The trading window shall be
closed when the compliance officer determines that a designated
person or class of designated persons can reasonably be expected to
have possession of UPSI. Such closure shall be imposed in relation
to such securities to which such UPSI relates. Designated persons
Page 10 of 27
and their immediate relatives shall not trade in securities when the
trading window is closed”.
3.4.2.2. One of the instances of closure of trading window is provided in
Clause 4 (2) of Schedule B read with Regulation 9 of PIT Regulations,
which inter-alia states that “trading restriction period shall be made
applicable from the end of every quarter till 48 hours after the
declaration of financial results…...”
3.4.2.3. In order to rationalize the compliance requirement under Clause 4 of
Schedule B read with Regulation 9 of PIT Regulations, improve ease
of doing business and prevent inadvertent non-compliances of
provisions of PIT Regulations by DPs, stock exchanges and
depositories shall develop a system to restrict trading by DPs of listed
company during trading window closure period.
3.4.2.4. To begin with, this requirement shall be applicable to declaration of
financial results of the listed company that is or was part of benchmark
indices i.e. NIFTY 50 and SENSEX from the quarter ending
September 30, 2022. 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 at Annexure 4. The flow 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.
Page 11 of 27
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, PAN, Category of Date of Securities held at the time of % of Shareholding
CIN/DIN & Person (KMP / appointment of appointment of KMP/Director or
Address with Director or KMP/Director / upon becoming Promoter or
contact nos. Promoter or OR Date of member of the promoter group
member of the becoming
promoter group/ Promoter/
Immediate member of the Type of securities No.
relative promoter group (For eg. – Shares,
to/others, etc.) Warrants,
Convertible
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 time Open Interest of the Option Contracts held at the time
of appointment of Director/KMP or upon becoming of appointment of Director/KMP or upon becoming
Promoter/member of the promoter group Promoter/member of the promoter group
Contract Number of units Notional value in Contract Number of units Notional value in
specifications (contracts Rupee terms specifications (contracts Rupee terms
* 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:
1 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’.
Page 12 of 27
FORM B 2
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
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 Form ‘B’.
Page 13 of 27
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 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 14 of 27
FORM C (Indicative format)3
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, Connect Securities held prior to Securities Securities held post Date of Date of Mode of Exchang
PAN, ion with acquisition/disposal acquired/Disposed acquisition/disposal allotment intimation acquisiti e on
CIN/DIN, company advice/ to on/dispo which the
& address acquisition company sal (on trade was
with of shares/ market/ executed
contact disposal of public/
nos. of shares rights/
other specify Preferent
connecte Type of No. and Type of No. Val Transac Type of No. From To ial offer /
d persons securities % of securitie ue tion securities and % off
as (For eg. sharehol s Type (For eg. – of market/
identified – Shares, ding (For eg. (Purcha Shares, share Inter-
by the Warrants, – se/Sale/ Warrants, holding se
company Convertible Shares, Pledge/ Convertible transfer,
Debentures, Warrants, Revocat Debentures, ESOPs
Rights Convertib ion / Rights etc. )
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
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
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 16 of 27
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 (₹) (Date- wise)
D. In case value of trade(s) is more than ₹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
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
Page 17 of 27
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 ₹)
In case of Demand Draft (DD):
Particulars Details
Bank Name and branch
DD Number
DD date
DD amount (in ₹)
9 Any other relevant information
Yours faithfully,
Date and Place Name and Signature of Compliance Officer
PAN:
Email ID:
Page 18 of 27
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 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 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
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.
 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, 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 depositories in coordination with one another.
Page 20 of 27
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-driven disclosure
uploaded by the listed company with DD in terms of para 3.3.4. mentioned in
this Master Circular.
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
5. The listed company shall provide the aforesaid details atleast 2 trading days
prior to the commencement of trading window closure date (T-2 days). 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 basis of data 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,
2022, for the quarter ending September 30, 2022.
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
Page 22 of 27
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,
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.
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
cases, 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, if any, taken place
prior to freezing the PAN of DP at the security level, may be permitted to be
settled, squared off or closed out, as the case may be.
14. The formats and timelines for sharing of data shall be standardized, as agreed
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
Annexure – 5
Process Flow Chart
Designated Depository
to provide access to
listed companyon a
portal /platform
Portalwill auto-
populate details of
designated person
(PAN and Name)
obtained for the
purpose of system
driven disclosure
Designated depository
Listed company to shall provide relevant
update/confirm Listedcompany shall data to stock exchanges FromT day (as per example
a) PAN of DPs to be select or de-select PAN and other depository by October 01, 2022),
frozen b) ISIN and of DPs at least 2 trading next trading day i.e. T-1 depositories and stock
c) “Start and End days prior to trading day (eg. September30, exchanges shall restrict
date” of trading window closure start 2022) and on daily basis trading of DP, till end of
window closure date i.e. T-2 days for any updation in DPs trading winow closure period
period during trading window
closure period
Any addition/exemption
of/to DP during trading
Eg. Financial results for the
window closure period,
quarter ending September 30,
such changes shall be
2022, the listed company has to
effected within 2 trading
confirm the details by
days of intimation by
September 29, 2022
company
Eg. Assuming trading window closure
period is October 01 -15, 2022. If
company add/provides exemption to
any DP on October 10, 2022, the
change i.e. freeze or de-freeze shall
be effected on or before October 12,
2022
Page 24 of 27
Annexure -6
Report by Depositories for implementation of framework for restricting trading by
Designated Persons 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”) by Freezing PAN at
security level applicable
3 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.
4 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
Depositories shall be required to separately provide the details as mentioned above in
the Quarterly report submitted to SEBI.
Page 25 of 27
Annexure 7
List of rescinded Circulars
S. Date Number Subject
No.
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/CIR/P/P/2021/19 Revised disclosure formats under
Regulation 7 of SEBI (Prohibition of
Insider Trading) Regulations, 2015
10 16-Jun-21 SEBI/HO/ISD/ISD/CIR/P/2021/578 Automation of Continual
disclosures under Regulation 7(2)
of SEBI (Prohibition of Insider
Trading) Regulations, 2015 -
System driven disclosures for
inclusion of listed Debt Securities.
11 13-Aug-21 SEBI/HO/ISD/ISD/CIR/P/2021/617 Automation of Continual
Disclosures under Regulation 7(2)
of SEBI Prohibition of Insider
Trading) Regulations, 2015 -
System driven disclosures - Ease
of doing business.
Page 26 of 27
S. Date Number Subject
No.
12 05-Aug-22 SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 Trading Window closure period
under Clause 4 of Schedule B read
with Regulation 9 of SEBI
(Prohibition of Insider Trading)
Regulations, 2015 (“PIT
Regulations”) – Framework for
restricting trading by Designated
Persons (“DPs”) by freezing PAN at
security level.
13 13-Sep-22 SEBI/HO/ISD/ISD-PoD-2/P/CIR/2022/118 Master Circular on Surveillance of
Securities Market
*****************
Page 27 of 27