Morgan Care Limited ("MCL") is a public limited company, which has its equity shares listed on both BSE Limited and National Stock Exchange of India Limited. Carlton Price Private Limited ("CPPL") is a part of the promot
CS Executive · Securities Laws and Capital Markets · PYQS · December 2023
Morgan Care Limited ("MCL") is a public limited company, which has its equity shares listed on both BSE Limited and National Stock Exchange of India Limited. Carlton Price Private Limited ("CPPL") is a part of the promoter group of MCL since it is closely held by certain promoters of MCL. However, currently CPPL neither holds any equity shares in MCL nor has any role in the management of MCL. The 'Promoter and Promoter Group' of MCL collectively hold 65.44% of the total paid-up capital of CPPL, as on date. Being a public listed company, MCL has issued a 'Code of practice and procedures for fair disclosure of unpublished price sensitive information ("UPSI") and code of conduct to regulate, monitor and report trading by insiders of MCL in accordance with the SEBI (Prohibition of Insider Trading Regulations), 2015. CPPL now intends to acquire 50,000 equity shares, constituting 0.06% of the paid-up capital of MCL ("Proposed Acquisition"), which is beyond the thresholds stipulated by the board of directors of MCL for trading by designated persons. In view of the above facts, answer the following questions : (ii) Will CPPL be required to obtain a pre-clearance from the compliance officer of MCL for the Proposed Acquisition ?
Answer & Explanation:
CPPL will be required to obtain a pre-clearance from the compliance officer of MCL for the Proposed Acquisition only if it is designated as a 'designated person' by the board of directors of MCL, in consultation with the compliance officer. Even though CPPL is part of the promoter group, the requirement for pre-clearance specifically applies to 'designated persons' as defined by the company's code of conduct under the PIT Regulations. If CPPL falls under this definition, and the proposed acquisition value exceeds the stipulated thresholds, then pre-clearance would be mandatory.
Topics: SEBI (Prohibition of Insider Trading) Regulations, 2015
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