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Introduction: SEBI’s (Prohibition of Insider Trading) Regulations, 2015, emphasize control over sharing unpublished price-sensitive information (UPSI). This article addresses the advisory for Structured Digital Database (SDD) compliance specifically tailored for fiduciaries. The guidance aims to ensure adherence to SEBI regulations and prevent insider trading activities.

Detailed Analysis: SEBI introduced the concept of SDD through amendments in 2018 and 2020, emphasizing its role in maintaining a record of UPSI sharing. Regulation 3(5) mandates the board of directors or heads of organizations to maintain an internal SDD containing details of UPSI, individuals sharing the information, and recipients. The database should include unique identifiers like Permanent Account Numbers (PAN) and remain internally managed with robust controls.

Regulation 9A(1) outlines the responsibility of CEOs, Managing Directors, or analogous persons in listed companies, intermediaries, and fiduciaries to establish effective internal controls for compliance with SEBI regulations. This ensures a proactive approach to prevent insider trading.

SEBI’s FAQs, released on March 31, 2023, clarified that the SDD requirement under Regulation 3(5) applies to fiduciaries handling UPSI in the course of business operations. Fiduciaries, including professional firms like auditors, law firms, analysts, etc., are collectively addressed under the term “fiduciaries.”

The structured digital database maintained by fiduciaries should include details of UPSI, individuals sharing the information, and recipients, along with their PANs or other unique identifiers. Compliance with Regulation 9A(2)(d) and Schedule C of the Regulations is crucial.

CS B. Narasimhan, President of ICSI, advises Company Secretaries in Practice, especially those dealing with UPSI, to ensure strict compliance with SDD requirements. This proactive approach helps avoid regulatory violations and promotes a culture of transparency and accountability.

Conclusion: SEBI’s advisory highlights the significance of SDD compliance for fiduciaries, including Company Secretaries in Practice. Understanding and adhering to the regulations ensures the prevention of insider trading and contributes to maintaining the integrity of the securities market. CS B. Narasimhan’s advice emphasizes the responsibility of professionals to observe strict compliance to uphold ethical practices in handling UPSI.

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Dear Professional Colleague,

The SEBI (Prohibition of Insider Trading) Regulations, 2015 (Regulations) deal with control on sharing of unpublished price sensitive information (UP SI) by those who have access to it in a structured manner through the concept of Structured Digital Database (SDD) which was first introduced by the SEBI (PIT) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) and later amended by SEBI (PIT) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020).

Regulation 3(5) provides as under:

The board of directors or head(s) of the organisation of every person required to handle unpublished price sensitive information shall ensure that a structured digital database is maintained containing the nature of unpublished price sensitive information and the names of such persons who have shared the information and also the names of such persons with whom information is shared under this regulation along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database.

Further Regulation 9A(1) provides as under:

The Chief Executive Officer, Managing Director or such other analogous person of a listed company, intermediary or fiduciary shall put in place adequate and effective system of internal controls to ensure compliance with the requirements given in these regulations to prevent insider trading.

Referring to the above, SEBI released Comprehensive FAQs on SEBI (PIT) Regulations, 2015 on 31st March, 2023, the relevant Question and Answer is reproduced below:

Advisory for SDD Compliance by Fiduciaries under SEBI (PIT) Regulations, 2015

Whether the requirement to maintain structured digital database under Regulation 3(5) is applicable on intermediaries and fiduciaries?

Answer: The requirement to maintain structured digital database under Regulation 3(5), containing the names of such persons or entities with whom 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.

Further it has been clarified that the structured digital database should be maintained internally by fiduciary or intermediary, capturing information as provided hereunder, in accordance with Regulation 9A (2)(d) and as required under Schedule C of the Regulations.

i. Details of the Unpublished Price Sensitive Information (UP SI);

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.

“Fiduciaries” is referred to in Explanation to Regulation 9(2) of the Regulations as under: Professional firms such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks etc., assisting or advising listed companies shall be collectively referred to as fiduciaries for the purpose of these Regulations.

Accordingly, the Company Secretaries in Practice dealing with UPSI of listed entities and unlisted entities whose securities are proposed to be listed, by virtue of their position as Fiduciaries under the Regulations are required to ensure compliance with the requirement of maintaining a separate SDD internally.

It is hereby advised that the Company Secretaries in Practice should observe strict compliance with the said requirement in order to avoid any violation under the Regulations.

Regards,

CS B. Narasimhan
President, ICSI

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