Following information is given to you about Jaina Fashions Ltd., a listed company. In light of SEBI (Prohibition of Insider Trading) Regulations, 2015, briefly explain the concept of connected person and state with reaso
CS Executive · Securities Laws and Capital Markets · PYQS · June 2024
Following information is given to you about Jaina Fashions Ltd., a listed company. In light of SEBI (Prohibition of Insider Trading) Regulations, 2015, briefly explain the concept of connected person and state with reasons whether the following persons are 'Insider' as on date, or not- Ajay was the General Manager of the company, but he resigned 8 months ago. Rahul is working as a Senior Trainee in the office of Secretarial Auditor of the company. Jyoti is the spouse of an Executive Director of the Company.
Answer & Explanation:
According to the provisions of Regulation 2(1)(d) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, "Connected Person" means: any person who is or has during six months prior to the concerned act, has been associated with the company, directly or indirectly; in any capacity (including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relation); or is a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company, whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price-sensitive information or reasonably expected to allow such access. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established- an immediate relative of connected persons; or a holding company or associate company or subsidiary company; or an intermediary as specified in section 12 of the SEBI Act, 1992 or an employee or director thereof; or an investment company, trustee company, asset management company or an employee or director thereof; or an official of a stock exchange or of clearing house or corporation; or a member of 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; or a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or an official or an employee of a self-regulatory organization recognised or authorized by the SEBI; or a banker of the company; or a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of a company or his immediate relative or banker of the company, has more than ten per cent. of the holding or interest. According to the provisions of Regulation 2(1)(g) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, an "Insider" means any person who is: a connected person; or in possession of or having access to unpublished price sensitive information. (i) Ajay was the General Manager of the company, but he resigned 8 months ago. Ajay has completed more than six months since his resignation as General Manager of the company. He is not a connected person and is not in possession of any unpublished price sensitive information. Therefore, he is not an insider as on date, as per the Regulations. (ii) Rahul is working as a Senior Trainee in the office of Secretarial Auditor of the company. Rahul is the Senior Trainee in the office of Secretarial Auditor and thus, being a part of Audit team, he will have access to unpublished price sensitive information due to the nature of work performed by him in the office of Secretarial Auditor. Therefore, he is an insider as on date, as per the Regulations. (iii) Jyoti is the spouse of an Executive Director of the company. Executive Director is connected person in terms of the Regulations. Spouse, an immediate relative of the connected person, is considered as deemed to be connected person. Therefore, Jyoti is an insider as on date, as per the Regulations.
Topics: SEBI (Prohibition of Insider Trading) Regulations, 2015
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