Structured Database as Per SEBI (Prohibition of Insider Trading) Regulations, 2015 i.e. SEBI (PIT) Regulations
REQUIREMENT TO MAINTAIN STRUCTURED DATABASE:
The requirement to maintain structured digital database under Regulation 3(5), containing the names of such persons or entities with whom Unpublished Price Sensitive Information (UPSI) is shared, is applicable to listed companies, and intermediaries and fiduciaries who handle UPSI of a listed company in the course of business operations.
INFORMATION REQUIRED IN STRUCTURED DATABASE
The listed company should maintain structured digital database internally, which shall contain information including the following:
(i) Details of the Unpublished Price Sensitive Information (UPSI);
(ii) Details of persons with whom such UPSI is shared (along with their PANs/other unique identifier) and details of persons who have shared the information.
Similarly, another structured digital database should be maintained internally by fiduciary or intermediary, capturing information as mentioned above at point (i) and (ii), in accordance with Regulation 9A (2)(d) and as required under Schedule C.
For example: The listed company (X) has appointed a Law firm or Merchant Banker (Y) in respect of fund raising activity and (A) from listed company has shared the said UPSI with (B) of Law firm or Merchant Banker. The structured digital database of (X) should capture the nature of UPSI shared, details of (A), (Y) and (B), along with their PAN or other unique identifier (in case PAN is not available).
The Law firm or the Merchant Banker (Y) shall in turn maintain another structured digital database internally capturing the nature of UPSI received/shared, details of (X), (A) and (B) along with their PAN or other unique identifier (in case PAN is not available), in accordance with Regulation 9A(2)(d) and as required under Schedule C.]
TIME-FRAME FOR WHICH COMPANY NEEDS TO MAINTAIN THE DATA IN ITS STRUCTURED DIGITAL DATABASE
As per Regulation 3(6) of SEBI (PIT) Regulations, the structured digital database shall be preserved for a period of not less than eight years after completion of the relevant transactions and in the event of receipt of any information from SEBI regarding any investigation or enforcement proceedings, the relevant information in the structured digital database shall be preserved till the completion of such proceeding.
The Onus of entering UPSI is on Board of directors and if delegated to Company Secretary, then it shall be his/her responsibility
If a company share UPSI with auditors firm then Pan of person with whom UPSI has been shared will be mentioned and can mention the detail of firm but not mandatory
Whenever any new detail is shared during audit period to auditors, it is to be noted in SDD
If detail has been shared on group email id then detail of all persons who have access to that email id is to be entered
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