Notice No. 20210629-44

Category Circulars Listed Companies

Notice Date 29 Jun 2021

Segment Equity

Subject Guidance Note on Analyst/Institutional Investors meet


Dear Sir \Madam

The Securities and Exchange Board of India vide notification dated May 05, 2021 have made various amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’). One of amendments include enhanced disclosure requirement w.r.t. point 15 of para A of Part A of Schedule III on LODR Regulations. Many companies have sought clarity on this amendment. Thus, the Exchange in consultation with SEBI is providing clarification on the below points:

  • Disclosure of group meetings (including schedule and post meeting disclosures) shall be mandatory, whereas disclosure with respect to one-on-one meetings shall not be mandatory
  • All Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, either conducted by listed entity or any other entity shall be disclosed to the recognized stock exchange

Further in order to strengthen the disclosure requirements, Exchanges have been advised to issue the below guidance under SEBI (Prohibition of Insider Trading) Regulations, 2015 to listed entities in the surveillance meeting held between SEBI and Exchanges on June 04, 2021. Kindly note that the below disclosure shall only be applicable in case if Unpublished Price Sensitive Information is shared during the meet:

  • SEBI (Prohibition of Insider Trading) Regulations, 2015 provides for fair disclosure of Unpublished Price Sensitive Information (UPSI).
  • It has been observed that in cases where the analysts / research personnel / investor meet (attended by persons representing the listed companies, whether one on one or group meet) has not been organized by the listed company, the possibility of the company sharing UPSI during these meetings cannot be ruled out. If any price sensitive information has been shared in such meetings, it will tantamount to ‘selective disclosure’ and create information asymmetry affecting the market integrity, resulting in non-compliance with the extant regulatory framework
  • In order to avoid such information asymmetry, to ensure market integrity and to safeguard the interest of investors, all listed companies shall be required to disclose audio recordings or transcripts of all such information (as mentioned in the previous point) where UPSI is shared, irrespective of whether the meeting was organized by the listed company or by any other entity
  • The above disclosure is mandated in terms of Regulation 8(1) of Chapter IV (i.e. Code of Fair Disclosure and Conduct) read with Schedule A of SEBI (PIT) Regulations, 2015

All the listed entities are requested to comply with the requirement of the applicable regulations as amended from time to time.

Abhijit Pai
Dy. General Manager
Listing Compliance

Shyam Bhagirath
Listing Compliance

June 29, 2021

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