SEBI amends its comprehensive PIT FAQs: Explains contra trade restrictions
Aisha Begum Ansari & Sanya Agarwal | corplaw@vinodkothari.com
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Open in new tab Introduction to SEBI (Prohibition of Insider Trading) Regulations
– Vinita Nair & Aisha Begum Ansari | corplaw@vinodkothari.com
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Identification Of Related Parties Of Subsidiaries
Which law to follow? – Listing Regulations or laws applicable to subsidiaries?
– Aisha Begum Ansari, Manager | aisha@vinodkothari.com
The RPT provisions under the SEBI Listing Regulations were substantially amended by SEBI on November 9, 2021. Pursuant to the amendment, the definitions of related party, RPT, material RPT, requirements of obtaining audit committee, and shareholders’ approval were changed.
The definition of ‘RPT’ was amended to include cross RPTs. Earlier, only transactions between the listed entity and its related parties were covered, but now, the following transactions are also covered:
- Transaction between listed entity and its related parties;
- Transaction between the subsidiaries of listed entity and its related parties;
- Transaction between listed entity and related parties of subsidiaries;
- Transaction between subsidiaries and related parties of listed entity;
- Transaction between subsidiaries and related parties of other subsidiaries.
Guide to Compliance Certificate for Structured Digital Database under PIT Regulations
– Vinod Kothari | corplaw@vinodkothari.com
The requirement of maintaining a structured digital database (SDD) arises from Reg 3 (5) of the PIT Regulations, 2015. The PIT Regulations itself does not talk about any compliance certificate as to maintenance of the SDD. However, the requirement of such a certificate emanates from the mails sent by national stock exchanges dated 4th August, 2022.
The requirement of the certificate was made effective from Q1 of 2022-23; however, no format of the certificate was provided so far. Vide the BSE’s notice no. 20221028-15 and 20221028-16 dated 28th October, 2022, issued for equity and debt listed entities respectively, the stock exchange has provided the format of the certificate. The said letter also states that the compliance certificate may be given either by the compliance officer of the company, or by a practising company secretary.
In this write up, we have tried providing a basic guidance on the compliance certificate. While the article is primarily focused on certification by a practising professional, the approach may, with appropriate modifications, apply to certification by the compliance officer too.
Read more →BSE & NSE simplify the compliance certificate format for Structured Digital Database (SDD), allows PCS certification
Insiders, Connected Persons, and Designated Persons: Demystifying the Quandary of ‘Insider’ Trading Terms
– Sikha Bansal, Partner, Vinod Kothari & Company (sikha@vinodkothari.com)
Securities law in India, as in most other countries in the world, prohibits ‘insider trading’ and seeks to impose
stiff penalties including custodial sentence to ‘insiders’ who violate insider trading norms – relevant provisions
are contained in section 12A and section 15G of the Securities and Exchange Board of India Act, 1992. The
SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘Regulations’), which succeeded the erstwhile 1992
regulations, have been framed by SEBI to provide for a detailed framework for the same. It may be noted that,
while the Regulations broadly put a restriction on insider trading, the focus is on certain specific insiders –
specified to be ‘designated persons’ – whose trading in securities of the listed company is sought to be
“regulated, monitored and reported” in a certain manner and the ‘connected persons’.
The article has been published in August, 2021 edition of ICSI Chartered Secretary journal and can be read here, from Page 70 onwards.