CHAPTER 1: INTRODUCTION

Forces of demand and supply regulate the prices of shares as well. When people buy
the shares of a particular company from the stock market, the price of the shares of that
company increases. Similarly, it decreases when people sell the shares (supply
increases than demand).

By investing in a company’s share, an share holder becomes an owner of that particular

company to the extent of the value of the shares held by him. He therefore is entitled to
a share in the profits earned by the company. This share in profits that is distributed to a
shareholder is known as dividends. The performance of a company is of primary
importance to the investors and the general public who might invest in the company.

The Indian company law provides that a company should prepare an annual account
showing the company’s trading results during the relevant year. It also makes it
mandatory that the company publishes its assets and liabilities at the end of the period.
This has been provided to ensure transparency in the functioning of the company. Also,
the company should call at least one meeting of its shareholders each year known as the
Annual General Body Meeting (AGM) and is kept with a view to ensure and review the
working of the company. The information released in Annual Reports and Annual
General Body Meetings plays a valuable role in shaping the minds of existing and
prospective shareholders.

However persons in the company itself or otherwise concerned to the company are in
possession of certain information before it is actually made public. For example, a
Chartered Accountant, auditing the accounts of the company; directors of the company
taking decisions etc. The knowledge of this unpublished price sensitive information in
hands of persons connected to the companies puts them in an advantageous position
over others who lack it. Such information can be used to make gains by buying shares
at a cheaper rate anticipating that it might rise or selling them before the prices fall
down. Such transaction entered into by persons having access to any unpublished
information is called Insider Trading.
Meaning: Insider trading is the trading of a corporation's stock or other securities by
individuals with potential access to non-public information about the company. In most
countries, trading by corporate insiders may be legal, if this trading is done in a way
that does not take advantage of non-public information. Since insiders are required to
report their trades, others often track these traders & follow the lead. Many investors
follow the summaries of these insider trades in the hope that mimicking these trades
will be profitable. Some investors believe corporate insiders may have better insights
into the health of a corporation.

Trades made by these insiders in the company's own stock, based on material non-
public information, are considered to be fraudulent since the insiders are violating the
trust or the fiduciary duty that they owe to the shareholders. The corporate insider,
simply by accepting employment, has made a contract with the shareholders to put the
shareholders' interests before their own, in matters related to the corporation. When the
insider buys or sells based upon company owned information, he is violating his
contract with the shareholders.

For example, illegal insider trading would occur if the chief executive officer of
Company A learned (prior to a public announcement) that Company A will be taken
over, and bought shares in Company A knowing that the share price would likely rise.

Liability for insider trading violations cannot be avoided by passing on the information
in a quid pro quo arrangement, as long as the person receiving the information knew or
should have known that the information was company property.

For example, if Company A's CEO did not trade on the undisclosed takeover news, but
instead passed the information on to his brother-in-law who traded on it, illegal insider
trading would still have occurred.

Such trading can prove detrimental to the interests of the shareholders of the company.
Consequently, SEBI banned insider trading and issued the SEBI (Prohibition of Insider
Trading) Regulations, 1992 on 19th November 1992.
 CHAPTER 2: PRELIMINARY: DEFINITIONS
1. Title:-
These regulations were earlier called the Securities and Exchange Board of India
(Insider Trading) Regulations, 1992.
In the amendment made on 20th February 2002 the words "Prohibition of" were inserted
and it was renamed as Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations.

2. Definitions:-
(a) “Connected person” means any person who –
(i) is a director of a company, or is deemed to be a director of that company as defined
in the Companies Act, 1956
(ii) is an officer or an employee of the company or holds a professional or business
relationship with the company and who may be expected to have an access to
unpublished price sensitive information of that company;
"Connected person" includes any person who is a connected person six months prior to
an act of insider trading."

- “person is deemed to be a connected person” if such person-

(i) is a company under the same management or group or any subsidiary company
(ii) is an intermediary, Investment company, Trustee Company, Asset Management
Company or an employee or director or an official of a stock exchange or of clearing
house or corporation.
(iii) is a merchant banker, share transfer agent, registrar to an issue, debenture trustee,
broker, portfolio manager, Investment Advisor, sub-broker, Investment Company or an
employee, or, is a member of the Board of Trustees of a mutual fund or a member of
the Board of Directors of the Asset Management Company of a mutual fund or is an
employee thereof who have a fiduciary relationship with the company;
(iv) is a member of the Board of Directors, or an employee of a public financial
institution
(v) is an official or an employee of a self regulatory organization recognized or
authorized by the Board of a regulatory body; or
(vi) is a relative of any of the aforementioned persons;
(vii) is a banker of the company;
(viii) relatives of the connected person;
(ix) a concern, firm, trust, Hindu Undivided Family, Company, Association of Persons
wherein the relatives of persons mentioned in sub-clauses (vi), (vii) and (viii) has more
than 10% of the holding or interest."
- “relative” means a person, as defined in section 6 of the companies Act, 1956

(b) “dealing in securities” means an act of subscribing, buying, selling, or agreeing to

subscribe, buy, sell or deal in any securities by any person either as principal or agent;

(c) “Insider” means any person who is or was connected with the company, and who is
expected to have or has had access to unpublished price sensitive information in respect
of securities of a company.

(d) ”price sensitive information” means any information which relates directly or
indirectly to a company and which if published is likely to materially affect the price of
securities of company. The following shall be deemed to be price sensitive information:

o periodical financial results of the company;

o intended declaration of dividends (both interim and final);
o issue of securities or buy-back of securities;
o any major expansion plans or execution of new projects;
o amalgamation, mergers or takeovers;
o disposal of the whole or substantial part of the undertaking;
o any significant changes in policies, plans or operations of the company
3 or 3A: Prohibition on dealing, communicating or counseling on matters relating
to insider trading.

No insider shall–

 either on his own behalf or on behalf of any other person, deal in securities of a
company listed on any stock exchange when he possesses any unpublished price
sensitive information;
 communicate or counsel or procure, directly or indirectly, any unpublished price
sensitive information to any person.

3A. No company shall deal in the securities of another company or associate of that
other company while possessing any unpublished price sensitive information.

4. Violation of provisions relating to insider trading – Any insider who deals in

securities in contravention of the provisions of regulation 3 shall be guilty of insider
trading.
 CHAPTER 3: INVESTIGATION
4. Power to make inquiries and inspection
4A(1). If the Board suspects that any person has violated any provision of these
regulations, it may make inquiries with such persons or any other person.
(2) The Board may appoint one or more officers to inspect the books and records of
insider(s).

5. Board’s right to investigate: Where the Board feels that it should investigate and
inspect the books of account, records and documents of an insider it may appoint an
investigating authority for the said purpose.
“Investigating authority” means any officer of the Board or any other individual
authorized by the Board and having experience in dealing with the problems relating to
the securities market.

6. Procedure for investigation

(1) Before undertaking any investigation the Board shall give a notice to insider.
(2) Where the Board feels that no such notice should be given, it may give an order in
writing directly that the investigation be taken up.
(3) The investigating authority shall undertake the investigation and inspect books of
accounts and the insider will have to discharge his obligations.

7. Obligations of insider on investigation by the Board

(1) Every insider, who is being investigated, has to produce books, accounts and other
documents in his custody and information relating to the transactions in stock market
within required time.
(2) He shall allow access to the premises occupied by him and also extend facility for
examining any books, records, documents and computer data in possession of the
stock-broker or any other person and provide copies of documents or other materials
which the investigating authority feels are relevant.
(3) The investigating authority is entitled to examine or record statements of any
member, director, partner, proprietor and employee of the insider & it is the duty of
every such person to give all assistance in connection with the investigation.

8. Submission of Report to the Board- The investigating authority shall, submit an

investigation report to the Board within reasonable time of the conclusion of the
investigation

9. Communication of findings, etc –

(1) After considering the investigation report the Board shall communicate the findings
to the person suspected to be involved in insider trading or violation of the regulations.
(2) The said person shall reply to the same within 21 days; and
(3) On receiving such a reply from the person, the Board may take measures as it deems
fit to protect the investors interests and the interests of the securities market.

10. Appointment of Auditor –the Board may appoint a qualified auditor to investigate
the books of account or affairs of the insider provided that, the auditor shall have the
same powers of the inspecting authority.

11. The Board may without prejudice to its right to initiate criminal prosecution to
protect the investor’s interests and interests of the securities market, issue any or all of
the following orders, namely:-

• directing the insider not to deal in securities in any particular manner;

• prohibiting the insider from disposing of any of the securities acquired by
violating the Regulations;
• restraining the insider to communicate or counsel any person to deal in
securities;
• declaring the transaction(s) in securities as null and void;
• directing the person who acquired the securities by violating the regulations to
deliver the securities back to the seller; Provided that if the buyer is not able to
 deliver such securities, the market price prevailing at the time of issuing of such
directions or at the time of transactions whichever is higher, shall be paid to the
seller.
• directing the person who has dealt in securities by violating the regulations to
transfer an amount or proceeds equal to the cost price or market price of
securities, whichever is higher to the investor protection fund of a Recognized
Stock Exchange.
 CHAPTER 4: POLICY ON DISCLOSURES AND
INTERNAL PROCEDURE FOR PREVENTION OF
INSIDER TRADING

12. Code of internal procedures and conduct for listed companies and other
entities. [Schedule I]

1. All listed companies and organizations associated with securities markets

including:
 the intermediaries, asset management company and trustees of mutual
funds;
 the self regulatory organizations, recognized or authorized by the Board;
 the recognized stock exchanges and clearing house or corporations;
 the public financial institutions and
 the professional firms such as auditors, accountancy firms, law firms,
analysts, consultants, etc., assisting or advising listed companies, shall
frame a code of internal procedures and conduct as near there to the
Model Code.

2. The above entities shall abide by the Code of Corporate Disclosure Practices.
[Schedule II]
3. Board shall initiate proceedings for violation of the Regulations even if action
has been taken by the entities against any person for violation of the code.

SCHEDULE I: PART – A: MODEL CODE OF CONDUCT FOR PREVENTION

OF INSIDER TRADING FOR LISTED COMPANIES

1. Compliance Officer. The listed company appoints a compliance officer (senior level
employee) who shall report to the Managing Director/Chief Executive Officer. He shall
be responsible for setting forth policies, procedures, monitoring adherence to the rules
for the preservation of "Price Sensitive Information", monitoring of trades and the
implementation of the code of conduct under the overall supervision of the Board of the
listed company.

The compliance officer shall assist all the employees in addressing any clarifications
regarding the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and the company's code of conduct.

2. Preservation of "Price Sensitive Information"

1. Employees/ directors shall maintain the confidentiality of all Price Sensitive

Information and shall not pass it on to any person directly or indirectly making a
recommendation for the purchase or sale of securities.

2. Need to know: Price Sensitive Information is to be handled on a "need to know"

basis, i.e., it should be disclosed only to those within the company who need the
information to discharge their duty.

3. Limited access to confidential information: Files containing confidential

information shall be kept secure. Computer files must have adequate security of login
and pass word etc.

3. Prevention of misuse of "Price Sensitive Information

(i) Trading restrictions: All directors/ officers and designated employees of the
company shall be subject to trading restrictions as enumerated below:-

a) Trading window: The company shall specify a trading period, to be called "Trading
Window", for trading in the company’s securities. The trading window shall be closed
during the time the information given below is un-published and the employees /
directors shall not trade in the company's securities in such period.

The trading window shall be closed at the time of:-

• Declaration of Financial results (quarterly, half-yearly and annual)

 • Declaration of dividends (interim and final)
• Issue of securities by way of public/ rights/bonus etc.
• Any major expansion plans or execution of new projects
• Amalgamation, mergers, takeovers and buy-back
• Disposal of whole or substantially whole of the undertaking
• Any changes in policies, plans or operations of the company

The trading window shall be opened 24 hours after the information above is made
public. In case of ESOPs, exercise of option may be allowed in the period when the
trading window is closed. However, sale of shares allotted on exercise of ESOPs shall
not be allowed when trading window is closed.

b) Pre clearance of trades: All directors/officers /designated employees of the

company and their dependants who intend to deal in the securities of the company
(above a minimum limit to be decided by the company) should pre-clear the
transactions as per the pre-dealing procedure as described under.

An application may be made to the Compliance officer indicating the estimated number
of securities that he intends to deal in, the details of the depository with which he has a
security account, the details of securities in the depository, and other details required by
any rule made by the company in this behalf.

An undertaking shall be executed in favor of the company by such person

incorporating, the following clauses, as may be applicable:

 That the person does not have any access or has not received "Price Sensitive
Information" upto the time of signing the undertaking.
 That if he/she has access to or receives "Price Sensitive Information" after the
signing of the undertaking but before the execution of the transaction he/she
shall inform the Compliance officer of the change would completely refrain
from dealing in the securities of the company till the time such information
becomes public.
  That he/she has not contravened the code of conduct for prevention of insider
trading as notified by the company from time to time.
 That he/she has made a full and true disclosure in the matter.

c) Other restrictions:

All directors/officers /designated employees shall execute their order of securities of the
company within one week after the approval of pre-clearance is given. If the order is
not executed within one week he/she must pre clear the transaction again.

All directors/officers /designated employees who buy or sell any number of shares of
the company shall not enter into an opposite transaction i.e. sell or buy any number of
shares during the next six months following the prior transaction. They shall also not
take positions in derivative transactions in the shares of the company at any time. In the
case of subscription in IPOs, they shall hold their investments for a minimum 30 days.
The holding period would commence when the securities are actually allotted.

In case the sale of securities is due to personal emergency, the holding period may be
waived by the compliance officer after recording in writing his/her reasons in this
regard.

(ii) Reporting Requirements for transactions in

securities:

All directors/officers /designated employees of the listed company shall be required to

forward following details of their Securities transactions to the Compliance officer:

• all holdings in securities of that company at the time of joining the company;
• periodic statement of any transactions in securities and
• annual statement of all holdings in securities

The Compliance officer shall maintain records for a minimum period of three years. He
shall place all the details of the dealing in the securities by employees/ director/ officer
of the company and the pre-dealing procedure documents before the Managing
Director/Chief Executive Officer or a committee specified by the company, on a
monthly basis.

4. Penalty for contravention of code of conduct

Any employee/ officer / director who trades in securities or communicates any

information for trading in securities, in contravention of the code of conduct may be
penalized and appropriate action may be taken by the company and shall also be subject
to disciplinary action by the company, which may include wage freeze, suspension,
ineligibility for future participation in employee stock option plans, etc.

In case it is observed by the company/compliance officer that there has been a violation
of SEBI (Prohibition of Insider Trading) Regulations, 1992, SEBI shall be informed by
the company. The action by the company shall not prevent SEBI from taking any action
in case of violation of SEBI (Prohibition of Insider Trading), Regulations, 1992.

PART B: MODEL CODE OF CONDUCT FOR PREVENTION OF INSIDER

TRADING FOR OTHER ENTITIES

1. Compliance Officer
The organization/firm has a compliance officer (senior level employee) reporting to the
Managing Partner / Chief Executive Officer.

The compliance officer shall be responsible for setting forth policies and procedures
and monitoring adherence to the rules for the preservation of "Price Sensitive
Information", pre-clearing of all trades, monitoring of trades and the implementation of
the code of conduct under the overall supervision of the partners/proprietors.
The compliance officer shall also assist all the employees/directors/partners in any
clarifications regarding SEBI (Prohibition of Insider Trading) Regulations, 1992 and
the organization/firm’s code of conduct.

2. Preservation of "Price Sensitive Information”

1. Employees/directors/partners shall maintain the confidentiality of all Price Sensitive
Information and must not pass on such information directly or indirectly by way of
making a recommendation for the purchase or sale of securities.

2. Need to know: Price Sensitive Information is to be handled on a "need to know"

basis, i.e. Price Sensitive Information should be disclosed only to those within the
organization/firm who need the information to discharge their duty.

3. Limited access to confidential information: Files containing confidential information

shall be kept secure. Computer files must have adequate security of login and pass
word, etc.

4. Chinese Wall: To prevent the misuse of confidential information the organization /

firm shall adopt a "Chinese Wall" policy which separates those areas of the
organization/firm which routinely have access to confidential information, considered
"inside areas" from those areas which deal with sale/marketing/investment advise or
other departments providing support services, considered "public areas".

The employees in the inside area shall not communicate any Price Sensitive
Information to anyone in “public area”. The employees in “inside area” may be
physically segregated from employees in “public area”. Demarcation of the various
departments as inside area may be implemented by the organization / firm.

In exceptional circumstances employees from the public areas may be brought "over
the wall" and given confidential information on the basis of "need to know" criteria,
under intimation to the compliance officer.

3. Prevention of misuse of Price Sensitive Information

Employees/directors/partners shall not use Price Sensitive Information to buy or sell
securities of any sort, whether for their own or their relative’s or organization/firm's or
a client's account. The following trading restrictions shall apply for trading in
securities:

(a) Pre clearance of trades

All directors/officers /designated employees of the organization/ firm who intend to

deal in the securities of the client company (above a minimum limit to be determined
by the organization/firm) shall pre-clear the transactions as per the pre-dealing
procedure as described under.

An application may be made to the Compliance officer indicating the name and
estimated number of securities that the designated employee / director / partner intends
to deal in, the details of the depository with which he has a security account, the details
of the securities in depository, mode and other details as may be required by any rule
made by the organization/firm.

An undertaking shall be executed in favor of the organization / firm by such designated

employee / partners / directors with the following clauses, as may be applicable:

• That the designated employee / director/partner does not have any access or has
not received any “Price Sensitive Information" upto the time of signing the
undertaking.
• That if he/she has access to or receives "Price Sensitive Information" after the
signing of the undertaking but before the execution of the transaction he/she
shall inform the Compliance officer of the change and that he/she would
completely refrain from dealing in the securities of the client company till the
time such information becomes public.
• That he/she has not contravened the code of conduct for prevention of insider
trading as specified by the organization/firm from time to time.
• That he/she has made a full and true disclosure in the matter
(b) Restricted /Grey list
To monitor Chinese wall procedures and trading in client securities based on inside
information, the organization/firm shall restrict trading in certain securities and name
such list as restricted / grey list.

Securities of a listed company shall be put on the restricted/grey list if the

organization/firm is handling any assignment for the listed company or is preparing
appraisal report or is handling credit rating assignments and is privy to Price Sensitive
Information.

Any security which is being purchased or sold or is being considered for purchase or
sale by the organization/firm on behalf of its clients/ schemes of mutual funds, etc. shall
be put on the restricted/grey list.

As the restricted list is highly confidential information it shall not be communicated

directly or indirectly to anyone outside the organization/firm. The Restricted List shall
be maintained by Compliance Officer.

When any securities are on the Restricted List, trading in these securities by designated
employees/directors/partners may blocked or may be disallowed at the time of pre-
clearance.

(c) Other restrictions

All directors/designated employees /partners shall execute their order within one
week after the approval of pre-clearance is given. If the it is not executed they must pre
clear the transaction again.

All persons shall hold their investments for a minimum period of 30 days in order to be
considered as being held for investment purposes. The holding period shall also apply
to purchases in the primary market (IPOs) and the holding period would commence
when the securities are actually allotted.
In case the sale of securities is due to personal emergency, the holding period may be
waived by the compliance officer after recording in writing his/her reasons in this
regard.

Analysts, if any, employed with the organization/ firm while preparing research reports
of a client company(s) shall disclose their share holdings/ interest in such company(s)
to the compliance officer and they shall not trade in securities of that company for thirty
days from preparation of such report.

4. Reporting Requirements for transactions in securities

All directors / designated employees / partners of the organization/firm shall be
required to forward following details of their Securities to the Compliance officer:-

• all holdings in securities at the time of joining the organization.

• periodic statement of any transactions in securities
• annual statement of all holdings in securities

The Compliance officer shall maintain records of all the declarations for a minimum
period of three years.

The Compliance officer shall place before the Chief Executive Officer/ Partner or a
committee notified by the organization/firm, on a monthly basis all the details of the
dealing in the securities and the pre-dealing documents.

5. Penalty for contravention of code of conduct

Any employee / partner / director who trades in securities or communicates any
information or counsels any person trading in securities, in contravention of the code of
conduct may be penalized and appropriate action may be taken by the organization /
firm and may also be subject to disciplinary action by the company, which may include
wage freeze, suspension, etc.

In case it is observed by the organization/ firm / compliance officer that there has been
a violation of these Regulations, SEBI shall be informed by the organization / firm. The
action by the organization/ firm shall not prevent SEBI from taking any action in case
of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Note: The intermediaries such as credit rating agencies, Asset Management

Companies, or broking companies etc. whose securities are listed in recognized
stock exchange shall comply with both Part A and Part B of this Schedule in
respect of its own securities and client’s securities.

SCHEDULE II: CODE OF CORPORATE DISCLOSURE PRACTICES FOR

PREVENTION OF INSIDER TRADING [see under regulation 12(2) ]

1. Corporate Disclosure Policy:

To ensure timely and adequate disclosure of price sensitive information, the following
norms shall be followed by listed companies:-

a) Prompt disclosure of price sensitive information

• Price sensitive information shall be given by listed companies to stock

exchanges and disseminated on a continuous and immediate basis.
• Listed companies may also consider ways of supplementing information
released to stock exchanges by improving investor access to their public
announcements.

b) Overseeing and coordinating disclosure

• Listed companies shall designate a senior official (such as compliance officer)

to oversee corporate disclosure.
• This official shall be overseeing and coordinating disclosure of price sensitive
information to stock exchanges, analysts, shareholders and media, and
educating staff on disclosure policies and procedure.
• If information is accidentally disclosed without prior approval, the person
responsible may inform the designated officer immediately, even if the
information is not considered price sensitive.

c) Responding to market rumors

• Listed companies shall have clearly laid down procedures for responding to any
queries or requests for verification of market rumors by exchanges.
• The official designated for corporate disclosure shall be responsible for deciding
whether a public announcement is necessary for verifying or denying rumors
and then making the disclosure.
d) Timely Reporting of shareholdings/ ownership and changes in ownership:

Disclosure of shareholdings/ ownership by major shareholders and disclosure of

changes in ownership as provided under any Regulations made under the Act and the
listing agreement shall be made in a timely and adequate manner.

e) Disclosure/ dissemination of Price Sensitive Information with special reference to

Analysts, Institutional Investors

Listed companies should follow the guidelines given hereunder while dealing with
analysts and institutional investors:-

• Only Public information to be provided: Listed companies shall provide only

public information to the analyst/ research persons/ large investors like
institutions. Alternatively, the information given to the analyst should be
simultaneously made public at the earliest.

• Recording of discussion: In order to avoid misquoting or misrepresentation, it

is desirable that at least two company representative be present at meetings with
Analysts, brokers or Institutional Investors and discussion should preferably be
recorded.

• Handling of unanticipated questions: A listed company should be careful

when dealing with analysts’ questions that raise issues outside the intended
scope of discussion. Unanticipated questions may be taken on notice and a
considered response given later. If the answer includes price sensitive
information, a public announcement should be made before responding.

• Simultaneous release of Information: When a company organizes meetings

with analysts, the company shall make a press release or post relevant
information on its website after every such meet. The company may also
consider live web casting of analyst meets.

f) Medium of disclosure/ dissemination

 Disclosure/ dissemination of information may be done through various

media so as to achieve maximum reach and quick dissemination.
 Corporates shall ensure that disclosure to stock exchanges is made
promptly.
 Corporates may also facilitate disclosure through the use of their
dedicated Internet website.
 Company websites may provide a means of giving investors a direct
access to analyst briefing material, significant background information
and questions and answers.
  The information filed by corporates with exchanges under continuous
disclosure requirement may be made available on the company website."

g) Dissemination by stock exchanges

 The disclosures made to stock exchanges may be disseminated by the exchanges

to investors in a quick and efficient manner through the stock exchange network
as well as through stock exchange websites.
 Information furnished by the companies under continuous disclosure
requirements, should be published on the web site of the exchange instantly.
 Stock exchanges should make immediate arrangement for display of the
information furnished by the companies instantly on the stock exchange web
site.
 CHAPTER 5: DISCLOSURE OF INTEREST AND
HOLDING
13. Disclosure of interest or holding by directors and officers and substantial
shareholders in listed companies –

Initial Disclosure:

1. Any person who holds more than 5% shares or voting rights in any listed
company shall disclose to the company, in Form A the number of shares or
voting rights held within 2 working days of:-
• the receipt of intimation of allotment of shares; or
• the acquisition of shares or voting rights, as the case may be.
2. a director or officer of a listed company, shall disclose to the company, in Form
B the number of shares or voting rights held and positions taken in derivatives
by him within 2 working days of becoming a director or officer of the company.

Continual Disclosure
3. Any person who holds more than 5% shares or voting rights in any listed
company shall disclose to the company in Form C the number of shares or
voting rights held and change in shareholding or voting rights, even if such
change results in shareholding falling below 5%, if there has been change in
such holdings from the last disclosure and such change exceeds 2% of total
shareholding or voting rights in the company.
4. Any person who is a director or officer of a listed company, shall disclose to the
company and the stock exchange where the securities are listed in Form D the
total number of shares or voting rights held and change in shareholding or
voting rights, if there has been a change in such holdings of such person from
the last disclosure and the change exceeds Rupees 5 lakhs in value or 25000
shares or 1% of total shareholding or voting rights, whichever is lower.
5. The disclosure mentioned above shall be made within 2 working days of;

• the receipt of intimation of allotment of shares, or

 • the acquisition or sale of shares or voting rights, as the case may be."

Disclosure by company to stock exchanges

6. Every listed company, within two working days of receipt, shall disclose to all
stock exchanges on which the company is listed, the information received above
in the respective forms specified in Schedule III.

E-filing:
7. The disclosures required under this regulation may also be made through
electronic filing in accordance with the system devised by the stock exchange.

14. Violation of provision relating to disclosure

If any person violates the provisions of these regulations, he shall be liable for
appropriate action.

15 - Any person aggrieved by an order of the Board under these regulations may prefer
an appeal to the Securities Appellate Tribunal.
SCHEDULE III: FORMS

FORM A
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

[Regulation 13(1) and (6)]

Regulation 13 (1) – Details of acquisition of 5% or more shares in a listed company

Name, Share No. & Date Date of Mode of Shareh Trading Ex- Buy Buy
PAN holdi % of of intimati acquisitio olding member change quant value
No. & ng shares/ recei on to n (market subsequ through on ity
addres prior voting pt of the purchase/ ent to whom the which
s of to rights allot compan public/ acquisit trade was the
shareh acqui acquire ment y rights/ ion executed trade
older sition d advic preferenti with was
with e/ al offer SEBI execute
telep- Date etc.) Registrati d
hone of on No. of
numbe acqui the TM.
r sition
(speci
fy)

FORM B
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

[Regulation 13(2) and (6)]

Regulation 13(2) – Details of shares held or positions taken in derivatives by Director

or officer of a listed company and his dependants.

Name, Date of No. & % Date of Mode of Trading Ex- Buy Buy
PAN assuming of shares/ intimation acquisition member change quantity value
No. & office of voting to (market through on
Address Director/ rights company purchase/ whom the which
of officer held at public/ trade was the trade
Director/ the time rights/ executed was
Officer of preferentia with SEBI executed
 becoming l offer etc.) Registration
Director/ No. of the
Officer TM.

Note: The above table shall be applicable with suitable modifications to disclosures for
position taken in derivatives also.

FORM C
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

[Regulation 13(3) and (6)]

Regulation 13(3)- Details of change in shareholding in respect of persons

holding more than 5% shares in a listed company.
Name, Share No. Date Date Mode No. & Tradin Ex- Buy Buy Sell Sell
PAN holdi & of of of % of g chan quant value quant val
No. & ng % receip intima acquis shares/ membe ge on ity ity ue
addres prior of t of tion to ition voting r whic
s of to shar allotm compa (mark rights throug h the
shareh acqui es/ ent ny et post- h trade
older sition voti advice purcha acquisi whom was
/ sale ng / se/ tion/ the exec
righ acquis public sale trade uted
ts ition/ / was
acq sale of rights/ execute
uire shares prefer d with
d/ (speci ential SEBI
sold fy) offer Registr
etc.) ation
No. of
the
TM.
 FORM D
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

[Regulation 13(3) and (6)]

Regulation 13(3) - Details of change in shareholding by Director or Officer of a

listed company and his dependants

Name, No. Date of Date Mode No. & Tradin Ex- Buy Buy Sell Sell
PAN &% receipt of of % of g change quant value quant value
No. & of of intim acquisi shares/ membe on ity ity
Address share allotme ation tion voting r which
of s/ nt to (marke rights throug the
Director/ votin advice/ comp t post- h trade
Officer g acquisi any purcha acquisi whom was
right tion/ se/ tion/ the execute
s sale of public/ sale trade d
held shares / rights/ was
by voting prefere execute
the rights ntial d with
Direc offer SEBI
tor/ etc.) Registr
Offic ation
er No. of
the TM