Inter se Transfer between Promoters – Insider trading & Takeover Regulations

Arpit Agrawal 12 Apr 2023 10,722 Views 0 comment Print SEBI | Articles

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Navigate the complexities of Inter Se Transfer between Promoters with insights into Insider Trading & Takeover Regulations. From acquisition disclosures to reporting, stay compliant with SEBI guidelines.

The Procedure for Inter Se Transfer between Promoters are as follows;

Under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

Steps	Particulars	Relevant Provisions	Timelines
1	The acquirer shall intimate the details of the proposed acquisition made to stock exchange where the shares are listed	Reg 10(5) of SAST Regulations	At least four working days prior to the proposed acquisition
2	The acquirer after acquisition shall disclose his aggregate shareholding: a. to the stock exchange where the shares are listed; and b. to the target company at its registered office.	Reg 29(2) (in case, the acquirer is already holding 5 % or more shares or voting rights in the target Company)	Within two working days of the acquisition of shares in OT.
3	The Seller shall disclose the details of his disposal of shares in OT: a. to the stock exchange where the shares are listed; and b. to the target company at its registered office.	Reg 29(2) of SAST Regulations	Within two working days of the disposal of shares in the target Company.
4	The acquirer shall file a report with the stock exchange where the shares are listed in respect of the acquisition made under Regulation 10(1)(a) of SAST Regulations	Reg 10(6) of SAST Regulations	Not later than four working days from the date of acquisition.
5	The acquirer shall submit a report with supporting documents to the Board giving all details in respect of acquisitions, along with a non-refundable fee of Rs. 150,000 (Rupees One Lakh Fifty Thousand) by way of direct credit in the bank account through NEFT/RTGS/IMPS or by way of a banker’s cheque or demand draft payable in Mumbai in favour of the Securities and Exchange Board of India.	Reg 10(7) of SAST Regulations	Within twenty-one working days of the date of acquisition.

2. Under SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulations:

Steps	Particulars	Relevant Provisions	Timelines
1	The acquirer shall also disclose the number of such securities acquired, to the company	Reg 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015.	Within two trading days of such transaction.
2	The Seller shall also disclose the number of such securities disposed of, to the Company.	Reg 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015.	Within two trading days of such transaction.
3	The Company shall notify the particulars of such trading of both the acquirer as well as seller, to BSE	Reg 7(2)(b) of SEBI (Prohibition of Insider Trading) Regulations, 2015.	Within two trading days of receipt of the disclosure from the acquirer & seller or from becoming aware of such information.