Disclosure or Intimation under SEBI (Prohibition of Insider Trading) Regulations, 2015
This article deals with all the disclosures or intimations required under SEBI (PIT) Regulations, 2015
1. Disclosure of trading by an insider having UPSI (Regulation 4)
If any person who has traded in securities has been in possession of unpublished price sensitive information (UPSI) and the transaction is an off-market inter-se transfer between insiders who were in possession of the same unpublished price sensitive information without being in breach of regulation 3 and both parties had made a conscious and informed trade decision.
Such off-market trades shall be reported by the insiders to the company within two working days.
Every company shall notify the particulars of such trades to the stock exchange on which the securities are listed within two trading days from receipt of the disclosure or from becoming aware of such information.
2. Disclosure/Intimation of Trading Plans (Regulation 5)
Upon approval of the trading plan, the compliance officer shall notify the plan to the stock exchanges on which the securities are listed.
3. Initial & Continual Disclosures by an Insider (Regulation 7)
Initial Disclosures
| Sr. No | Particulars | Disclosure to be intimated by | Disclosure intimate to | Time Limit |
| 1 | Every promoter, member of the promoter group, KMP and director of every company whose securities are listed on any recognised stock exchange shall disclose his holding of securities of the company as on the date of these regulations taking effect. | Every promoter, member of the promoter group, key managerial personnel and director of every company | To the company | Within 30 days of these regulations taking effect |
| 2 | Every person on appointment as a KMP or a director of the company or upon becoming a promoter or member of the promoter group shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter | Every person on appointment as a KMP or a director of the company or upon becoming a promoter or member of the promoter group | To the company | within seven days of such appointment or becoming a promoter
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Continual Disclosure
| Sr. No | Particulars | Disclosure to be intimated by | Disclosure intimate to | Time Limit |
| 1 | Every promoter, member of the promoter group, designated person and director of every company shall disclose the number of such securities acquired or disposed of if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified | Every promoter, member of the promoter group, designated person and director | To the Company | within two trading days of such transaction |
| 2 | Every company shall notify the particulars of such trading | The Company | To the Stock Exchange | within 2 trading days of receipt of the disclosure or from becoming aware of such information |
4. Intimation of adoption and amendment in Code of Fair Disclosure (Regulation 8)
Every code of practices and procedures for fair disclosure of unpublished price sensitive information and every amendment thereto shall be promptly intimated to the stock exchanges where the securities are listed.
5. Disclosure of any violation of SEBI (PIT) Regulations, 2015 (Regulation 9 read with Schedule A)
If the listed Company observed that there has been a violation of SEBI (PIT) Regulations, 2015 by any insiders, it shall promptly inform the stock exchange(s) where the concerned securities are traded, in such form and such manner as may be specified by the Board from time to time.
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Disclaimer:-(Author Name- CS Prashant Kumar Jain). The entire contents of this document have been prepared on the basis of relevant regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, you may simultaneously refer SEBI (PIT) Regulations, 2015 and relevant circular and notifications issued by SEBI for better understanding of this write up. The observations of the writer are personal view and the writer do not take any responsibility of the same and this cannot be quoted before any authority without the written consent of the writer.
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