Regulation 7 - Disclosures by certain persons - Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

Disclosures by certain persons. 7. (1) Initial Disclosures. 3 [ **** ] (b). Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or becoming a promoter. (2) Continual Disclosures. (a). Every promoter, 1 [ designated person ] and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified; (b). Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information. 2 [ (c) The above disclosures shall be made in such form and such manner as may be specified by the Board from time to time. ] Explanation. - It is clarified for the avoidance of doubts that the disclosure of the incremental transactions after any disclosure under this sub-regulation, shall be made when the transactions effected after the prior disclosure cross the threshold specified in clause (a) of sub-regulation (2). Disclosures by other connected persons. (3) Any company whose securities are listed on a stock exchange may, at its discretion require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the company in such form and at such frequency as may be determined by the company in order to monitor compliance with these regulations. NOTE: This is an enabling provision for listed companies to seek information from those to whom it has to provide unpublished price sensitive information. This provision confers discretion on any company to seek such information. For example, a listed company may ask that a management consultant who would advise it on corporate strategy and would need to review unpublished price sensitive information, should make disclosures of his trades to the company. ******** Notes 1. Substituted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 before it was read as employee 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/23 dated 17-07-2020 3. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/17 dated 26-04-2021 before it was read as (a). Every promoter, key managerial personnel and director of every company whose securities are listed on any recognised stock exchange shall disclose his holding of securities of the company as on the date of these regulations taking effect, to the company within thirty days of these regulations taking effect;