continuous disclosures

SEBI circular dated 9th September, 2020 regarding automation of continuous disclosures under the insider trading regime. Gist of SEBI circular follows:

  1. Vide Gazette Notification No. SEBI/LAD-NRO/GN/2020/23 dated July 17, 2020, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) have been further amended.
  2. SEBI, vide circular no. CIR/CFD/DCR/17/2015 dated December 01, 2015,
    CFD/DCR/CIR/2016/139 dated December 21, 2016 and SEBI/ HO/ CFD/ DCR1/CIR/P/2018/85 dated May 28, 2018, implemented the system driven disclosures in phases, under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and PIT Regulations.
  3. Pursuant to the aforesaid amendment of PIT Regulations and discussions held with the Stock Exchanges and Depositories, it has now been decided to implement the system driven disclosures for member(s) of promoter group and designated person(s) in addition to the promoter(s) and director(s) of company (hereinafter collectively referred to as entities) under Regulation 7(2) of PIT Regulations.
  4. To begin with, the system driven disclosures shall pertain to trading in equity shares and equity derivative instruments i.e. Futures and Options of the listed company (wherever applicable) by the entities.
  5. The procedure for implementation of the system driven disclosures is provided at Annexure-A.
  6. The Depositories and Stock Exchanges shall make necessary arrangements such that the disclosures pertaining to PIT Regulations are disseminated on the websites of respective stock exchanges with effect from October 01, 2020.
  7. The system would continue to run parallel with the existing system i.e. entities shall continue to independently comply with the disclosure obligations under PIT Regulations as applicable to them till March 31, 2021.
  8. As currently done, the disclosures generated through the system shall be displayed separately from the regular disclosures filed with the exchanges.
  9. This circular supersedes the earlier circulars dated December 01, 2015, December 21, 2016 and May 28, 2018 with respect to implementation of System driven disclosures under PIT Regulations.


  1. Steps/process required to be taken for implementation:
  2. The various formats and timelines for sharing of data shall be standardized, as agreed upon by the depositories and exchanges.
  3. Listed company shall provide the information including PAN number of Promoter(s) including member(s) of the promoter group, designated person(s) and director(s) (hereinafter collectively referred to as entities) as per PIT Regulations to the designated depository (selected in terms of SEBI circular ref. no. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018) in the format and manner prescribed by the Depositories. For PAN exempt entities, the Investor’s Demat account number(s) shall be specified by the listed company. The information shall be provided within 10 days from the date of this circular.
  4. The designated depository shall share the information received from the listed company with other depository.
  5. In case of any subsequent update in the details of the entities, the listed
    company shall update the information with the designated depository on the same day. The designated depository shall share the incremental changes with the other depository on the day of receipt from the listed company.
  6. Based on the PAN of First holder/Demat account number(s), the depositories shall tag such Demat accounts in their depository systems at ISIN level.
  7. The designated depository shall also share with the stock exchanges,
    company-wise details of entities. In case of PAN exempt entity, respective
    depository shall share the Demat account number(s) details with the stock exchanges. Any update (additions or deletions) in this information by listed company shall be updated by the designated depositories with the stock exchanges on a daily basis. The information shall be shared via system interface established between the depositories and stock exchanges.
  8. The depositories shall provide the following data pertaining to the tagged
    Demat account(s) separately to the stock exchanges on daily basis:
    · Details of transactions for pledge/revocation/invocation of shares and
    other encumbrances such as NDU etc. of the entities.
    · Details of off market transactions of the entities.
    · Details of transmission of shares of the entities.
    · Details of corporate actions such as ESOPs, Bonus, Rights, etc. of
    the entities
    · Additionally, details of market transfers in case of PAN Exempt
  9. Based on the PAN information provided by the depositories, on daily basis, stock exchanges will identify the transactions carried out on their trading system by the entities in the equities and equity derivative instruments (wherever applicable) of the listed company/permitted to trade on the stock exchange(s).
  10. Such identified trades shall be shared by the stock exchange with all other stock exchanges where the company is listed on daily basis.
  11. Each stock exchange shall consolidate the information of the transactions identified by them as well as received from other stock exchanges and the depositories. On consolidation of the transactions, if the disclosure is triggered under Regulation 7(2) of PIT Regulations, the stock exchanges shall disseminate the same on their websites. The transaction(s) carried out on T day shall be disseminated on T+2 day basis.
  12. In case of any discrepancy, the issue shall be resolved by listed company,
    stock exchanges and depositories in coordination with one another.

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