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Master Circular on Surveillance of Securities Market

MASTER CIRCULAR

SEBl/HO/lSD/lSD-PoD-2/P/ClN2022/118          September 13, 2022

To

  1. All Recognized Stock Exchanges
  2. All Depositories
  3. All Listed Companies
  4. All Market Intermediaries registered with SEBI under Section 12 of the SEBI Act, 1992
  5. Fiduciaries as per SEBI (Prohibition of Insider Trading) Regulations, 2015

Dear Sir/Madam,

Sub: Master Circular on Surveillance of Securities Market

  1. In order to ensure availability of comprehensive information mentioned in the circulars pertaining to Surveillance of Securities Market at one place, SEBI has been issuing Master Circular. This circular covers various circulars issued till August 31, 2022 by Integrated Surveillance Department.
  2. This Master Circular shall supersede previous Master Circular No. SEBl/HO/lSD/ISD/ CIR/P/2021/22 dated March 01, 2021
  3. This circular is issued with the approval of Competent Authority. Master Circular on Surveillance of Securities Market\
  4. This Master Circular is available on the SEB’ website at https://www.sebi.qov.in/ under the category “Legal*Master Circulars”

Yours faithfully,

Nitin Singh

Deputy General Manager Phone: +91-22-26449254 E-mail: [email protected]

Sr. No.

Contents

Page No.

1

Trading Rules and Shareholding in dematerialized mode

4

2

Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication

6

3

SEBI (Prohibition of Insider Trading) Regulations, 2015

3.1. Disclosures under Regulation 6 and Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct)

3.2. Allowing Offer for Sale (OFS) and Rights Entitlements (RE) transactions during trading window closure period

3.3. Reporting to Stock Exchanges regarding violations relating to the Code of Conduct

3.4. Automation of Continual Disciosures under Reguiation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 System driven disclosures

3.5. Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezin PAN at securit level

7

7

8

9

10

12

4

Annexures

4.1 Annexure 1 — Formats for Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015

4.1.1 Form A— Regulation 7 (1) (a) read with Regulation 6 (2)— Initial disclosure to the company

4.1.2 Form B— Regulation 7 (1) (b) read with Regulation 6(2) Disclosure on becoming a Key Managerial Personnel/Director/Promoter/Member of the promoter group

4.1.3 Form C — Regulation 7 (2) read with Regulation 6(2) — Continual Disclosure

4.1.4 Form D — Regulation 7(3) — Transactions by Other connected persons as identified by the company

4.2 Annexure 2 – Report by (Name of the listed company/Intermediary/Fiduciary) for violations related to Code of

Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015

4.3 Annexure 3 – Steps/process required to be taken for implementation

14 14

14

15

16

18

20

22

5

Schedule 1 – List of Circulars

24

Schedule 1

List of Circulars

s. No.

Date

Number

Subject

1

02-Sep-10

SEBl/Cir/lSD/1/2010

Trading Rules and Shareholding in dematerialized mode

 

26-Oct-10

SEBUCir/lSD/2/2010

Clarification on Trading Rules and shareholding in dematerialized mode

3

23-Mar-11

Cir/ISD/1/201 1

Unauthenticated news circulated by

SEBI Registered Market Intermediaries through various modes of communication

4

24-Mar-1 1

Cir/lSD/2/201 1

Addendum to Circular no. Cir/lSD/ 1/2011 dated March 23, 2011

 

17-Jun-11

Cir/lSD/3/2011

Shareholding of promoter/promoter group to be in dematerialized mode

 

30-Sep-11

Cir/lSD/5/201 1

Clarification on 100% promoter holding in demat form

 

30-Mar-12

SEBl/Cir/lSD/1/2012

Exemptions from 100% promoter(s) holding in demat form

8

Il-May-15

Cir/lSD/1 /2015

Disclosures under SEBI (PIT) Regulations, 2015

9

16-Sep-15

Cir/lSD/2/201 5

Revised Disclosures formats under SEBI (PIT) Regulations, 2015

10

23-Jul-20

SEBl/HO/lSD/ClR/P/P/2020/133

Allowing Offer for Sale (OFS) and Rights                  Entitlements             (RE) transactions during trading window closure period

11

23-Jul-20

SEBI/HO/lSD/ClR/P/P/2020/135

Reporting to Stock Exchanges regarding violations of SEB’ (PIT) Regulations, 2015 relating to Code of Conduct

12

09-Sep-20

SEBl/HO/lSD/ClR/P/P/2020/168

Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 – System driven disclosures

13

09-Feb-21

SEB I/HO/lSD/ClR/P/P/2021/19

Revised disclosure formats under Regulation 7 of SEB! (Prohibition of Insider Trading) Regulations, 2015

14

16-Jun-21

SEBl/HO/lSD/lSD/CIR/P/2021/578

Automation of Continual disclosures under Regulation 7(2) of SEB! (Prohibition of Insider Trading) Regulations, 2015 – System driven disclosures for inclusion of listed Debt Securities.

15

13-Aug-21

SEBl/HO/lSD/lSD/ClR/P/2021/617

Automation of Continual Disclosures under Regulation 7(2) of SEB! Prohibition of Insider Trading) Regulations, 2015 – System driven disclosures – Ease of doin business.

16

05-Aug-22

SEBl/HO/lSD/lSD-SEC-4/P/CIR/2022/107

Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading)

Regulations, 2015 (“PIT Regulations”) — Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level.