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 Being a public listed company, MCL has issued a 'Code of practice and procedures for fair disclosure of unpublished price sensitive information ("UPSI") and code of conduct to regulate, monitor and report trading by insiders of MCL in accordance with the SEBI (Prohibition of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 : (v) Is there any provision in the SEBI (PIT Regulations) that provides for the examination of acts of a compliance officer ?

Answer & Explanation:

Yes, there are provisions in the SEBI (PIT Regulations) that allow for the examination of the acts of a compliance officer: Overall Supervision: Regulation 2(1)(c) of the PIT Regulations states that the compliance officer acts under the overall supervision of the board of directors of the listed company or the head of the organization, as the case may be. This implies that the board has oversight over the compliance officer's functions. Reporting to Board/Audit Committee: Clause 1 of Schedule B of the PIT Regulations requires the compliance officer to report to the board of directors and provide reports to the Chairman of the audit committee or board of directors at such frequency as may be stipulated by the board of directors, but not less than once in a year. Hence, any act of the compliance officer may be referred to the board of directors and the audit committee for examination with respect to the extant laws and regulations.

Topics: SEBI (Prohibition of Insider Trading) Regulations, 2015

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