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 Being a public listed company, MCL has issued a 'Code of practice and procedures for fair disclosure of unpublished price sensitive information ("UPSI") and code of conduct to regulate, monitor and report trading by insiders of MCL in accordance with the SEBI (Prohibition of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 : (iii) Does the compliance officer have discretionary powers under the SEBI (PIT Regulations) to reject a pre-clearance request on any reason it deems fit ?
Answer & Explanation:
No, the compliance officer does not have discretionary powers under the SEBI (PIT Regulations) to reject a pre-clearance request on any reason they deem fit. The compliance officer's role is to ensure adherence to the PIT Regulations and the company's Code of Conduct. Their decision to approve or reject a pre-clearance request must be based on objective criteria related to the PIT Regulations, such as whether the designated person is in possession of Unpublished Price Sensitive Information (UPSI), whether the trading window is closed, or if there are any other specific restrictions outlined in the code. They cannot reject an application based on subjective criteria or grounds unrelated to the PIT Regulations.
Topics: SEBI (Prohibition of Insider Trading) Regulations, 2015
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