'A Company Secretary is obliged to ensure certain compliances with regard to SEBI (Prohibition of Insider Trading) Regulations, 2015'. Elucidate.
CS Executive · Capital Markets & Securities Laws · PYQS · December 2019
'A Company Secretary is obliged to ensure certain compliances with regard to SEBI (Prohibition of Insider Trading) Regulations, 2015'. Elucidate.
Answer & Explanation:
The obligations cast upon the Company Secretary in relation to insider trading regulations can be summarized as under. The Company Secretary shall: Ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 including maintenance of various documents. Frame a code of fair disclosure and conduct in line with the model code specified in the Schedule A of the Insider Trading Regulations and get the same approved by the board of directors of the company. Place before SEBI the 'minimum standards for Code of Conduct' to regulate, monitor and report trading by insiders as enumerated in the Schedule B of the Insider Trading regulations. Receive initial disclosure from every Promoter, KMP and director or every person on appointment as KMP or director or becoming a Promoter shall disclose its shareholding in the prescribed form within: 30 days from Insider Trading regulations taking effect or 7 days of such appointment or becoming a promoter Receive from every Promoter, employee and director, continual disclosures of the number of securities acquired or disposed of and changes therein, even if the value of the securities traded, exceeds ₹ 10 lakh with single or series of transaction in any calendar quarter in prescribed form within two trading days of: receipt of the disclosure or from becoming aware of such information Ensure that no trading shall between 20th day prior to closure of financial period and 2nd trading day after disclosure of financial results. Approve the trading plan and after the approval of the trading plan, as compliance officer shall notify the plan to the stock exchanges on which the securities are listed. Maintain records, as a Compliance Officer, of all the declarations given by the directors/designated employees/partners in the appropriate form for a minimum period of three years. Maintain confidentially list of such securities as a 'restricted list' which shall be used as the basis for approving or rejecting applications for pre-clearance of trades. Frame and then to monitor adherence to the rules for the preservation of 'Price sensitive information'. Maintain a record of names of files containing confidential information deemed to be price sensitive information and persons in charge of the same. Keep records of periods specified as 'close period' and the 'Trading window'. Receive and maintain records of periodic and annual statement of holdings from directors/officers/ designed employees and their dependent family members. Ensure that the 'Trading Window' is 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/right/bonus etc., Any Major expansion plans or execution of new projects. Amalgamation, mergers, takeovers and buy-back Any change in policies, plans or operations of the company Place before the Chief Executive Officer/Partner or a committee notified by the organization/firm, as a Compliance Officer, on a monthly basis all the details of the dealing in the securities by designated employees/directors/partners of the organization/firm.
Topics: SEBI (Prohibition of Insider Trading) Regulations, 2015
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