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BSE Circular-21072023 230822 160312
BSE Circular-21072023 230822 160312
SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at
Subject security level
SEBI Circular_Framework for restricting trading by DPs.pdf ; Annexure-1.xls ; SEBI Circular_Framework for restricting trading by DPs_19072023.pdf ; BSE
Attachments Circular_20230628-23.pdf
Content
Dear Sir/Madam,
This is in furtherance to the Exchange notice no: 20220808-7 dated August 8, 2022 and 20230628-23 dated June 28, 2023 and in accordance with
Securities and Exchange Board of India (SEBI) circular no. SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 dated August 5, 2022 and SEBI/HO/ISD/ISD-PoD-
2/P/CIR/2023/124 dated July 19, 2023, regarding 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.
1. According to the said circular issued by SEBI, please find attached Annexure 1 for Top 1,000 companies in terms of BSE Market Capitalization as of
June 30, 2023 (excluding companies part of benchmark indices).
2. Companies that qualify must include all equity ISIN and ISINs that are convertible into equity.
3. Listed entities are required to designate one of the depositories as its designated depository and provide the information including PAN of
Promoter(s), promoter group, director(s) and designated person(s) in the manner as specified by the depositories according to SEBI circular no –
SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 9, 2020. Further, listed entities shall update their designated person list in the manner specified by
the depositories on regular basis.
This circular shall come into force for trading window closure with effect from October 1, 2023
The aforesaid circular is attached for reference.
All Listed companies are requested to take note and comply accordingly.
To
All Recognized Stock Exchanges
All Depositories
All Listed Companies
Dear Sir/Madam,
Sub: 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
Page 1 of 8
prevent inadvertent non-compliances of provisions of PIT Regulations by DPs, after
having deliberations with Stock Exchanges and Depositories and listed companies,
it has been decided that Stock Exchanges and Depositories shall develop a system
to restrict trading by DPs of listed company during trading window closure period.
6. This circular shall come into force with effect from the quarter ending September
30, 2022.
8.1. take necessary steps to put in place systems for implementation of this
circular.
8.2. bring the provisions of this circular to the notice of all listed companies and
also disseminate the same on their websites.
9. This circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992, read with Regulations 4(3)
and 11 of the PIT Regulations, to protect the interests of investors in securities and
to promote the development of, and to regulate the securities market.
Page 2 of 8
10. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
categories “LegalCirculars”.
Yours faithfully,
S Prabhakar
Deputy General Manager
+91-22-26449620
sprabhakar@sebi.gov.in
Enclosure:
Page 3 of 8
ANNEXURE – A
2. Upon login, DD shall auto-populate PAN and name of the DPs and their
demat account number / DP ID and client ID (only in case of PAN exempt
cases) as per the last updated or available information under system-driven
disclosure uploaded by the listed company with DD in terms of SEBI Circular
No. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020.
3. The listed company shall confirm to the DD details with respect to listed ISIN
of equity share of the company, Name, PAN, and confirm the demat account
number viz. DP ID and client ID (in case of PAN exempted cases) of DPs.
In the event any updation is required to the aforementioned details, the
listed company shall take necessary steps as per para 10 below.
4.1. With respect to financial results, the listed company shall specify the
1st day (T- day) immediately after the end of every quarter for which
results are to be announced as ‘Trading Window Closure
commencement date’ and the date on which 48 hours ends post
Page 4 of 8
disclosure of financial results as ‘Trading Window Closure End date’
in the portal/platform.
5. The listed company shall provide the aforesaid details atleast 2 trading days
prior to the commencement of trading window closure date (T-2 days). For
example, for financial results for the quarter ending September 30, 2022,
the listed company shall confirm the details by September 29, 2022.
6. DD shall provide the details received from the listed company (i.e.
Commencement Date and End Date of the trading window closure period,
Name and PAN of DPs, ISIN, etc.) to the Stock Exchanges and other
Depository atleast 1 trading day prior to the commencement of trading
window closure commencement date (T-1 day). For example, for financial
results for the quarter ending September 30, 2022, the DD shall provide the
details by September 30, 2022. Further, during the trading window closure
period, DD shall also provide the aforesaid details and changes therein, if
any, to the Stock Exchanges and other Depository on a daily basis.
9. On the basis of data received from the Depositories, the Stock Exchanges
shall restrict the on-market transactions of DPs in equity shares and equity
derivatives contracts of the listed company from T day i.e. Commencement
Date of trading window closure period. As per the example mentioned
above, Commencement Date of trading window closure period shall be
October 01, 2022, for the quarter ending September 30, 2022.
Page 5 of 8
10. In case of any addition/deletion/updation pertaining to the details of DP, the
listed company has to follow the procedure specified in terms of SEBI
Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020
and shall be required to separately provide the details as mentioned at
paras 3 and 4 above. Such instances shall be effected within 2 trading days
of receipt of intimation from the listed company. For example, assuming the
trading window closure period is October 01 - 15, 2022 and if the listed
company adds any DP on October 10, 2022, then the change i.e. freeze
shall be effected on or before October 12, 2022.
13. Pay-in and pay-out obligations in respect of transactions, if any, taken place
prior to freezing the PAN of DP at the security level, may be permitted to be
settled, squared off or closed out, as the case may be.
14. The formats and timelines for sharing of data shall be standardized, as
agreed upon by the Depositories and Stock Exchanges. Further,
operational guidelines for listed companies shall be issued by the
Depositories.
Page 6 of 8
15. In case of any discrepancy, the issue shall be resolved by the Depositories,
in coordination with Stock Exchanges and listed company.
Page 7 of 8
ANNEXURE – B
Process Flow Chart
Designated Depository
to provide access to
listed company on a
portal /platform
Designated depository
Listed company to shall provide relevant
update/confirm Listed company shall data to stock exchanges From T day (as per example
a) PAN of DPs to be select or de-select PAN and other depository by October 01, 2022),
frozen b) ISIN and of DPs at least 2 trading next trading day i.e. T-1 depositories and stock
c) “Start and End days prior to trading day (eg. September 30, exchanges shall restrict
date” of trading window closure start 2022) and on daily basis trading of DP, till end of
window closure date i.e. T-2 days for any updation in DPs trading winow closure period
period during trading window
closure period
Any addition/exemption
Eg. Financial results for the of/to DP during trading
quarter ending September 30, window closure period,
2022, the listed company has to such changes shall be
confirm the details by effected within 2 trading
September 29, 2022 days of intimation by
company
*****************
Page 8 of 8
Sr. No Scrip Code NSE Symbol Name of the company ISIN
1 500325 RELIANCE RELIANCE INDUSTRIES LTD. INE002A01018
2 532540 TCS TATA CONSULTANCY SERVICES LTD. INE467B01029
3 500180 HDFCBANK HDFC BANK LTD. INE040A01034
4 532174 ICICIBANK ICICI BANK LTD. INE090A01021
5 500696 HINDUNILVR HINDUSTAN UNILEVER LTD. INE030A01027
6 500875 ITC ITC LTD. INE154A01025
7 500209 INFY INFOSYS LTD. INE009A01021
8 500112 SBIN STATE BANK OF INDIA INE062A01020
9 532454 BHARTIARTL BHARTI AIRTEL LTD. INE397D01024
10 500034 BAJFINANCE BAJAJ FINANCE LIMITED INE296A01024
11 543526 LICI LIFE INSURANCE CORPORATION OF INE0J1Y01017
12 500247 KOTAKBANK KOTAK MAHINDRA BANK LTD. INE237A01028
13 500510 LT LARSEN & TOUBRO LTD. INE018A01030
14 500820 ASIANPAINT ASIAN PAINTS LTD. INE021A01026
15 532281 HCLTECH HCL TECHNOLOGIES LTD. INE860A01027
16 532215 AXISBANK AXIS BANK LTD. INE238A01034
17 532500 MARUTI MARUTI SUZUKI INDIA LTD. INE585B01010
18 512599 ADANIENT ADANI ENTERPRISES LTD. INE423A01024
19 500114 TITAN TITAN COMPANY LIMITED INE280A01028
20 540376 DMART Avenue Supermarts Limited INE192R01011
21 524715 SUNPHARMA SUN PHARMACEUTICAL INDUSTRIES INE044A01036
22 532978 BAJAJFINSV BAJAJ FINSERV LTD. INE918I01026
23 532538 ULTRACEMCO ULTRATECH CEMENT LTD. INE481G01011
24 500790 NESTLEIND NESTLE INDIA LTD. INE239A01016
25 507685 WIPRO WIPRO LTD. INE075A01022
26 500312 ONGC OIL AND NATURAL GAS CORPORATIO INE213A01029
27 500570 TATAMOTORS TATA MOTORS LTD. INE155A01022
28 500228 JSWSTEEL JSW STEEL LTD. INE019A01038
29 532555 NTPC NTPC LTD. INE733E01010
30 500520 M&M MAHINDRA & MAHINDRA LTD. INE101A01026
31 532898 POWERGRID POWER GRID CORPORATION OF INDI INE752E01010
32 532921 ADANIPORTS ADANI PORTS AND SPECIAL ECONOM INE742F01042
33 540005 LTIM LTIMindtree Limited INE214T01019
34 541450 ADANIGREEN Adani Green Energy Limited INE364U01010
35 533278 COALINDIA COAL INDIA LTD. INE522F01014
36 540777 HDFCLIFE HDFC LIFE INSURANCE COMPANY LI INE795G01014
37 500470 TATASTEEL TATA STEEL LTD. INE081A01020
38 500550 SIEMENS SIEMENS LTD. INE003A01024
39 532977 BAJAJ-AUTO BAJAJ AUTO LTD. INE917I01010
40 500331 PIDILITIND PIDILITE INDUSTRIES LTD. INE318A01026
41 540719 SBILIFE SBI Life Insurance Company Lim INE123W01016
42 500188 HINDZINC HINDUSTAN ZINC LTD. INE267A01025
43 530965 IOC INDIAN OIL CORPORATION LTD. INE242A01010
44 541154 HAL Hindustan Aeronautics Limited INE066F01012
45 532868 DLF DLF LTD. INE271C01023
46 500825 BRITANNIA BRITANNIA INDUSTRIES LTD. INE216A01030
47 500300 GRASIM GRASIM INDUSTRIES LTD. INE047A01021
48 532424 GODREJCP GODREJ CONSUMER PRODUCTS LTD. INE102D01028
49 532755 TECHM TECH MAHINDRA LTD. INE669C01036
To
All Recognized Stock Exchanges
All Depositories
All Listed Companies
Dear Sir/Madam,
Sub: Trading Window closure period under Clause 4 of Schedule B read with
Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT
Regulations”) – Extending framework for restricting trading by Designated Persons
(“DPs”) by freezing PAN at security level to all listed companies in a phased manner.
1. Clause 4 (1) of Schedule B read with Regulation 9 of PIT Regulations, inter-alia, states
that “Designated persons may execute trades subject to compliance with these
regulations. Towards this end, a notional trading window shall be used as an instrument
of monitoring the trading by the designated persons. The trading window shall be closed
when the compliance officer determines that a designated person or class of designated
persons can reasonably be expected to have possession of UPSI. Such closure shall
be imposed in relation to such securities to which such UPSI relates. Designated
persons and their immediate relatives shall not trade in securities when the trading
window is closed”.
2. One of the instances of closure of trading window is provided in Clause 4 (2) of Schedule
B read with Regulation 9 of PIT Regulations, which inter-alia states that “trading
restriction period shall be made applicable from the end of every quarter till 48 hours
after the declaration of financial results…...”.
Page 1 of 8
inadvertent non-compliances of provisions of PIT Regulations by DPs, SEBI issued
Circular SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 dated August 05, 2022, laying down
a framework for developing a system to restrict the trading by Designated Persons
(DPs) by way of freezing the PAN at security level during Trading Window closure
period.
4. Accordingly, a system has been developed and framework put in place by the
Depositories and the Stock Exchanges. The framework was initially made applicable
for those listed companies that were part of benchmark indices i.e. NIFTY 50 and
SENSEX. The aforesaid Circular was rescinded and superseded vide section 3.4.2 of
Master Circular on Surveillance of Securities Market SEBI/HO/ISD/ISD-PoD-
2/P/CIR/2023/039 dated March 23, 2023.
5. Considering the satisfactory implementation of the framework for the listed companies
forming part of benchmark indices and the consultations held with the Stock Exchanges
and Depositories, the above framework is hereby extended to all the listed companies.
Page 2 of 8
7. The procedure for implementation of the system is enclosed at Annexure- A. The
flowchart for the same is enclosed at Annexure- B.
8. This circular shall come into force as per the glide path prescribed above.
10. The Depositories shall submit the quarterly report to SEBI in the format placed at
Annexure- C.
11. This circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992, read with Regulations 4(3) and 11
of the PIT Regulations, to protect the interests of investors in securities and to promote
the development of, and to regulate the securities market.
12. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
Category “LegalCirculars”.
Yours faithfully,
A Vijayan
Deputy General Manager
+91-22-26449631
vijayan@sebi.gov.in
Enclosure:
1. Procedure for implementation of the system – Annexure A.
2. Process flow chart – Annexure B.
3. Quarterly reporting format by the Depositories - Annexure C
Page 3 of 8
ANNEXURE – A
2. Upon login, DD shall auto-populate PAN and name of the DPs and their demat
account number / DP ID and client ID (only in case of PAN exempt cases) as
per the last updated or available information under system-driven disclosure
uploaded by the listed company with DD in terms of SEBI Circular No.
SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020.
3. The listed company shall confirm to the DD details with respect to listed ISIN
of equity share of the company, Name, PAN, and confirm the demat account
number viz. DP ID and client ID (in case of PAN exempted cases) of DPs. In
the event any updation is required to the aforementioned details, the listed
company shall take necessary steps as per para 10 below.
4. DD shall provide a facility to the listed company to specify the ‘Trading Window
Closure Period’ i.e. ‘Commencement Date’ and ‘End Date’ on portal/platform.
4.1. With respect to financial results, the listed company shall specify the 1st
day (T- day) immediately after the end of every quarter for which results
are to be announced, as ‘Trading Window Closure commencement date’
and the date on which 48 hours ends post disclosure of financial results,
as ‘Trading Window Closure End date’ in the portal/platform.
Page 4 of 8
5. The listed company shall provide the aforesaid details atleast 2 trading days
prior to the commencement of trading window closure date (T-2 days). For
example, for financial results for the quarter ending September 30, 2023, the
listed company shall confirm the details by September 29, 2023.
6. DD shall provide the details received from the listed company (i.e.
Commencement Date and End Date of the trading window closure period,
Name and PAN of DPs, ISIN, etc.) to the Stock Exchanges and other
Depository atleast 1 trading day prior to the commencement of trading window
closure commencement date (T-1 day). For example, for financial results for
the quarter ending September 30, 2023, the DD shall provide the details by
September 30, 2023. Further, during the trading window closure period, DD
shall also provide the aforesaid details and changes therein, if any, to the Stock
Exchanges and other Depository on a daily basis.
7. The demat accounts shall be identified by the Depositories based on the PAN
of the DP of Sole / joint holder.
8. Based on demat accounts identified as per para 7 above and instruction given
by listed company as per paras 3 and 4 above, the off-market transactions and
creation of pledge shall be restricted by the Depositories with reason code as
“Trading Window Closure Period”.
9. On the basis of data received from the Depositories, the Stock Exchanges shall
restrict the on-market transactions of DPs in equity shares and equity
derivatives contracts of the listed company from T day i.e. Commencement
Date of trading window closure period. As per the example mentioned above,
Commencement Date of trading window closure period shall be October 01,
2023, for the quarter ending September 30, 2023.
13. Pay-in and pay-out obligations in respect of transactions, if any, taken place
prior to freezing the PAN of DP at the security level, may be permitted to be
settled, squared off or closed out, as the case may be.
14. The formats and timelines for sharing of data shall be standardized, as agreed
upon by the Depositories and Stock Exchanges. Further, operational guidelines
for listed companies shall be issued by the Depositories.
15. In case of any discrepancy, the issue shall be resolved by the Depositories, in
coordination with Stock Exchanges and listed company.
Page 6 of 8
ANNEXURE – B
Process Flow Chart
Page 7 of 8
Annexure - C
Report by Depositories for implementation of framework for restricting trading by
Designated Persons by Freezing PAN at security level.
Depositories shall be required to separately provide the details as mentioned above in the
Quarterly report submitted to SEBI.
*****************
Page 8 of 8
NOTICES
SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at
Subject security level
Content
Dear Sir/Madam,
This is in furtherance to the Exchange notice no: 20220808-7 dated August 8, 2022 and in accordance with Securities and Exchange Board of India (SEBI)
circular no. SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 dated August 5, 2022, regarding 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.
1. According to the said circular issued by SEBI, to begin with, it was implemented for listed entities forming part of SENSEX 30 and NIFTY 50, for and
from the quarter ended September 30, 2022.
2. To ensure smooth implementation, the provisions of said SEBI circular, shall be applicable to declaration of financial results by the listed company in
phased manner as per table given below:
3. Companies that qualify must include all equity ISIN and ISINs that are convertible into equity.
4. Listed entities are required to designate one of the depositories as its designated depository and provide the information including PAN of
Promoter(s), promoter group, director(s) and designated person(s) in the manner as specified by the depositories according to SEBI circular no –
SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 9, 2020. Further, listed entities shall update their designated person list in the manner specified by
the depositories on regular basis.
This circular shall come into force with effect from the quarter ending September 30, 2023.
The aforesaid circular is attached for reference.
All Listed companies are requested to take note and comply accordingly.