Preface

1. In order to keep pace with the evolving market dynamics, SEBI (Prohibition of
Insider Trading) Regulations, 2015 (hereinafter “SEBI (PIT) Regulations, 2015” or
“PIT Regulations”) have been amended from time to time. With an objective to
provide greater clarity on several concepts related to the SEBI (PIT) Regulations,
2015, as also to shed more light on the nuances of various requirements of the
regulations, SEBI had issued comprehensive Frequently Asked Questions (FAQs)
on March 31, 2023.

2. In light of the amendments, queries and suggestions received, and consultations

with market participants, the FAQs have now been revised and updated, with
regard to trading plans.

3. With a view to provide more clarity and ease of reference, these FAQs are
categorized subject-wise under various headings, namely, trading, structured
digital database, disclosures, pledge, trading plan, pre-clearance, trading window
closure, contra-trade, etc.

4. These FAQs are in the nature of providing guidance on the SEBI (PIT) Regulations,
2015 and any explanation/clarification provided herein should neither be regarded
as an interpretation of law nor be treated as a binding opinion/decision of the
Securities and Exchange Board of India. Different facts or conditions may entail
different interpretations. For full particulars of laws governing insider trading,
please refer to actual text of the Acts/Regulations/Circulars appearing under the
legal framework section on the SEBI website.

5. This document rescinds the earlier FAQs/clarifications/guidance-notes listed at

Annexure-A.

December 31, 2024

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 Contents

A. Trading Related ........................................................................................... 3

B. Structured Digital Database ....................................................................... 4

C. Pledge .......................................................................................................... 7

D. Trading Plan ................................................................................................ 8

E. Disclosures including System Driven Disclosures ................................ 11

F. Pre-clearance............................................................................................. 13

G. Trading Window Closure .......................................................................... 14

H. Contra-trade............................................................................................... 16

I. Designated Person and Immediate Relatives ......................................... 23

J. General ....................................................................................................... 24

Annexure-A………………………………………………………………………..….27

2
 COMPREHENSIVE FAQs ON SEBI (PIT) REGULATIONS, 2015

A. Trading Related

1. Question
Whether creation of pledge, invocation of pledge and revocation of pledge can be
deemed as trading?

Answer
Trading as defined under Regulation 2 (1) (l) means and includes subscribing, buying, selling,
dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be
construed accordingly. The term trading is widely defined to include dealing in securities and
intended to curb the activities based on unpublished price sensitive information (UPSI) which
are strictly not buying, selling or subscribing, such as pledging etc. Hence, trading would
include creation/invocation/revocation of pledge.

2. Question
Whether trading only in equity shares is in violation of PIT Regulations while in
possession of UPSI or it also includes trading in other form of securities?

Answer
Trading in securities while in possession of UPSI is prohibited as per the regulations. For the
applicability of SEBI (PIT) Regulations, securities shall have the same meaning assigned to it
under the Securities Contracts (Regulation) Act, 1956, which inter-alia covers shares, scrips,
stocks, bonds, debentures, derivative, etc. except units of mutual funds.

3. Question
Whether trading on the basis of UPSI is prohibited even for persons not falling under
the definition of ‘Designated Persons’ under the PIT Regulations?

Answer
Regulation 2(1) (g) of SEBI (PIT) Regulations, 2015 defines ‘insider’ as any person who is:
i) a connected person; or
ii) in possession of or having access to unpublished price sensitive information.
Therefore, even if a person is not classified as a designated person, having access to UPSI
would make such a person an ‘insider’. As per Regulation 4(1) of SEBI (PIT) Regulations,
2015, an insider is prohibited to trade while in possession of UPSI.

3
4. Question
Are PIT Regulations applicable on transmission of shares?

Answer
Yes, PIT Regulations are applicable on transmission of shares. However, they are exempted
from provisions of trading window closure, pre-clearance and contra trade, but the norms
relating to disclosure requirements shall be applicable on transmission of Shares.

B. Structured Digital Database

5. Question:
Whether the requirement to maintain structured digital database under Regulation 3(5)
is applicable on intermediaries and fiduciaries?

Answer
The requirement to maintain structured digital database under Regulation 3(5), containing the
names of such persons or entities with whom UPSI is shared, is applicable to listed
companies, and intermediaries and fiduciaries who handle UPSI of a listed company in the
course of business operations.

6. Question:
What information should a listed company maintain in its structured digital database
under Regulation 3(5), in case the designated person is a fiduciary or intermediary?

Answer:
1
[The listed company should maintain structured digital database internally, which shall
contain information including the following:

(i). Details of the Unpublished Price Sensitive Information (UPSI);

1
Substituted pursuant to amendment in SEBI PIT Regulations, 2015 dated July 17, 2020. Erstwhile FAQ dated
November 04, 2019 read as follows-
The listed company should maintain the names of the fiduciary or intermediary with whom they have shared
information along with the Permanent Account Number (PAN) or other unique identifier authorized by law, in
case PAN is not available. The fiduciary/ intermediary, shall at their end, be required to maintain details as
required under the Schedule C in respect of persons having access to UPSI. For example: If the listed company
has appointed a law firm or Merchant Banker in respect of fund raising activity, it should obtain the name of the
entity, so appointed, along with the PAN or other identifier, in case PAN is not available. The law firm or the
Merchant Banker would in turn maintain its list of persons along with PAN or other unique identifier (in case PAN
is not available), in accordance with Regulation 9A(2)(d) and as required under Schedule C, with whom they have
shared the unpublished price sensitive information.

4
(ii). Details of persons with whom such UPSI is shared (along with their PANs/other unique
identifier) and details of persons who have shared the information.

Similarly, another structured digital database should be maintained internally by fiduciary or

intermediary, capturing information as mentioned above at point (i) and (ii), in accordance with
Regulation 9A (2)(d) and as required under Schedule C.

For example: The listed company (X) has appointed a Law firm or Merchant Banker (Y) in
respect of fund raising activity and (A) from listed company has shared the said UPSI with (B)
of Law firm or Merchant Banker. The structured digital database of (X) should capture the
nature of UPSI shared, details of (A), (Y) and (B), along with their PAN or other unique identifier
(in case PAN is not available).
The Law firm or the Merchant Banker (Y) shall in turn maintain another structured digital
database internally capturing the nature of UPSI received/shared, details of (X), (A) and (B)
along with their PAN or other unique identifier (in case PAN is not available), in accordance
with Regulation 9A(2)(d) and as required under Schedule C.]

7. Question
If the structured digital database is maintained on Amazon, Google or cloud server
hosted outside India, will it be considered as outsourced or internal?

Answer
2
[The SDD has to be maintained in compliance of Regulation 3 (5) and 3(6) of PIT regulations.
The Board is solely accountable for all aspects related to the maintenance of data on cloud or
any other method. The Board and the compliance officer has to ensure the confidentiality,
integrity and security of its data and logs, and ensure compliance with the laws, regulations,
circulars, FAQ’s etc. issued by SEBI/ Exchanges from time to time. The Board / Compliance
Officer shall be responsible and accountable for any violation of the same.]

8. Question
Regulation 3(5) requires structured digital database shall not be outsourced and shall
be maintained internally with adequate internal controls and checks. Whether a listed

2
Substituted vide the revised PIT FAQs, dated March 31, 2023. Prior to substitution, reply to FAQ 7 read as
follows:
”Databases/servers provided by third party vendors whether within India or outside India will be considered as
outsourced.”

5
 company can use software provided by third party vendors, wherein the server is of the
vendor but requisite entries are made by the employees of the company only.

Answer
The third party vendors are providing the services/software on login basis, where the server
is maintained by the vendor. Therefore, the vendor may have access to such records which
would be contrary to the regulations with respect to maintenance of structured digital
database.

9. Question
Does list of UPSI as prepared by the company in-house needs to be disseminated to
public at large?

Answer
No, there is no requirement to disseminate the list of UPSI on the website of the company.

10. Question
Are companies required to maintain this structured digital database even when the
information is shared only within the company?

Answer
Yes, irrespective of the fact that information is shared within or outside the Company, requisite
records shall be updated in structured digital database as and when the information gets
transmitted.

11. Question
Nominee directors 3[of a bank or financial institution] sharing information to their bank
or financial institution for legitimate purpose, will it be covered as communication of
UPSI?

Answer
4
[The nominee directors on an entity, falling under the list of designated persons or as an
insider, sharing UPSI with the Bank/FIs, for the legitimate purpose of the entity, would be

3 Inserted vide the revised PIT FAQs, dated March 31, 2023.
4 Substituted vide the revised PIT FAQs, dated March 31, 2023. Prior to substitution, reply to FAQ 11 read as follows:
” If the directors fall under the list of designated persons or as an insider, then sharing of UPSI by them for legitimate
purpose with the Bank/FIs, would be considered as communication of UPSI. Accordingly, the same would be recorded
in the SDD of the company.”

6
considered as communication of UPSI. Accordingly, the same would need to be recorded in
the SDD of the company.]

12. Question
For how long the Company needs to maintain the data in its structured digital
database?

Answer
As per Regulation 3(6) of SEBI (PIT) Regulations, the structured digital database shall be
preserved for a period of not less than eight years after completion of the relevant transactions
and in the event of receipt of any information from SEBI regarding any investigation or
enforcement proceedings, the relevant information in the structured digital database shall be
preserved till the completion of such proceeding.

C. Pledge

13. Question
(a) Whether SEBI's intent is to prohibit creation of pledge, revocation of pledge or
invocation of pledge for enforcement of security while in possession of UPSI?
(b) Whether creation of pledge, revocation of pledge5 or invocation of pledge is allowed
when trading window is closed?

Answer
Yes. However, the pledgor or pledgee may demonstrate that the creation/revocation5 of pledge
or invocation of pledge was bona fide and prove their innocence under proviso to sub-
regulation (1) of regulation 4 of the Regulations.

14. Question
What should be the value of the pledge / revoke transaction for the purpose of
disclosure? Is it the market value on date of the pledge / revoke transaction or is it the
value at which the transaction has been carried out between the pledgor and pledgee?
For instance, if the pledgor has availed a loan of Rs 10 Lacs against which he has
pledged shares worth Rs 15 Lacs, would the transaction value be Rs 10 Lacs or Rs 15
Lacs.

Answer
For the purpose of calculation of threshold for disclosures relating to pledge under Chapter III
of the Regulations, the market value on the date of pledge/revoke transaction should be

7
considered. In the above illustration, the value of transaction would be considered as fifteen
lakh rupees.

15. Question
If the lender sells the shares pledged by the designated person (shares acquired under
ESOP by availing loan) to recover the loan then how to represent this transaction in
Form C (i.e. invoke/revoke)?

Answer
When the lender sells the shares pledged by designated person, the transaction can be
represented as invocation in Form C.

D. Trading Plan

16. Question
At the time of trading as per the trading plan, if the designated person is in possession
of an UPSI which was not existing at the time of formulation/submission of trading plan,
would these trades be in violation of SEBI (PIT) Regulations?

Answer
5
[No. If at the time of formulation of trading plan, there was no UPSI and later on a new UPSI
was generated, then trading can be carried out as per the trading plan, even if the new UPSI
has not been made generally available].

16A. 6[Question
What is the minimum duration for which a trading plan can be formulated?

Answer
There is no minimum or maximum duration prescribed for a trading plan. However, a cooling
off period of 120 calendar days is mandated from the date of public disclosure of the trading
plan till the commencement of trading by the insider, if any.

5
Substituted vide the revised FAQ dated December 31, 2024. Prior to substitution, reply to FAQ 16 read as
follows:
“If an insider/designated person trades on the basis of earlier UPSI, which is still not generally available, then it
will be in violation of SEBI (PIT) Regulations. However, if at the time of formulation of trading plan, there was
no UPSI or later on a new UPSI was generated, then the trading can be carried out as per the trading plan,
even if the new UPSI has not been made generally available.”

6
Inserted vide the revised PIT FAQs dated December 31, 2024

8
16B. Question
Is it mandatory to specify a price limit for each trade in the trading plan?

Answer
No, it is not mandatory to specify a price limit for trade(s) (i.e. upper price limit for a buy trade
and a lower price limit for a sell trade) in the trading plan. It is, however, mandatory to mention
the following parameters for each trade in the trading plan:

i. either the value of trade to be effected or the number of securities to be traded;

ii. nature of trade (buy or sell); and
iii. either specific date or time period not exceeding five consecutive trading days within
which the trade(s) shall be executed.

16C. Question
Does an insider have to execute trade(s) as per approved trading plan irrespective of
movement in market price of the company’s share?

Answer
An insider, at the time of formulating the trading plan, has the option to specify a price limit
beyond which they would not prefer to trade so as to get protected from adverse price
fluctuation. The limit is an upper price limit for a buy trade and a lower price limit for a sell
trade, subject to a range up to 20% vis-à-vis the closing price of the company’s security on
the day before submission of the trading plan for approval.

If price of the security at the time of execution of trade is outside the price limit specified, i.e.
below the price limit set for sell trade or higher than the upper price limit set for buy trade, the
insider shall not execute the trade.

16D. Question
Under what situations deviations are allowed in the execution of trade(s) as per
approved trading plan?

Answer
Deviation from the approved trading plan shall be allowed in following situations:

i. Permanent incapacity or bankruptcy of insider or upon operation of law;

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 ii. Implementation of trading plan shall not be commenced if any UPSI in possession of
the insider at the time of formulation of trading plan has not become generally available
at the time of the commencement of implementation;

iii. If at the time of execution of trade, price of the security is outside the price limit as set
by the insider at the time of formulation of trading plan, the trade shall not be executed
by the insider.

In case of full/ partial non-implementation of trading plan due to the reasons mentioned above
or failure of execution of trade due to inadequate liquidity in the scrip, the insider must inform
the Compliance Officer within two trading days from the end of the trading plan’s tenure,
providing the reasons and supporting documents, if any.

An approved trading plan would automatically lapse upon death of the insider.

16E. Question
Can an insider submit more than one trading plan at the same time?

Answer
Yes, an insider may submit multiple trading plans simultaneously, provided the periods
covered under such multiple trading plans do not overlap.

16F. Question
Does an insider require pre-clearance for trade(s) to be executed pursuant to the
approved trading plan?

Answer
No, an insider does not require pre-clearance for trades executed under an approved trading
plan.

16G. Question
Are contra trade restrictions applicable to trades executed under two separate trading
plans?

Answer
Yes, contra trade restrictions would be applicable to trades executed under two separate
trading plans.

10
16H. Question
What adjustments can be made to an approved trading plan with regard to corporate
actions occurring during the period between approval of trading plan and
implementation of the trading plan?

Answer
In the event of corporate actions related to bonus issue and stock split occurring after the
approval of trading plan, adjustments may be made by the insider, in the number of securities
to be traded and the price limit, with the approval of the Compliance Officer. The modified
trading plan shall be notified on the Stock Exchanges.]

E. Disclosures including System Driven Disclosures

17. Question
Whether companies are required to provide the details of immediate relatives also
along with the details of designated persons in terms of SEBI Circular
SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020 (“System Driven
Disclosures”).

Answer
As per SEBI Circular dated September 09, 2020, SEBI has mandated system driven
disclosure for members of promoter group and designated persons only in addition to
promoters and directors of the company under Regulation 7(2) of SEBI (PIT) Regulations,
2015. 7[***]

18. Question
In case a designated person is a foreign national/individual who do not possess PAN
or a demat account number, whether system driven disclosures are required to be
submitted?

Answer
If a designated person does not have PAN or a demat account number, then such a person
cannot trade in the Indian securities market. Hence, system driven disclosures will not trigger
for such a person.

7
Omitted by the revised PIT FAQs, dated March 31, 2023.

11
19. Question
In case of trades exceeding Rs. 10 Lacs in a quarter, any subsequent trades need to be
disclosed in Form C or should the next disclosure be only when the next Rs. 10 Lacs
limit is breached?

Answer
The explanation to Regulation 7(2)(b) states 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).
Hence, the next disclosure will be due when the next Rs. 10 lacs limit is breached.

20. Question
What must be the value that the designated person should mention while reporting
trades to the Company? Should it be the market rate or should it be by subtracting
Brokerage, Commission etc. i.e.net of taxes and all transaction charges?

Answer
For the purpose of reporting trades, market rate should be considered.

21. Question
Regulation 7 (2) (a) requires disclosure with respect to number of such securities
acquired or disposed of within two trading days of such transaction if the traded value
exceeds Rs. 10 Lakhs. Whether such disclosures are required in case of allotment of
shares by way of bonus/rights/mergers?

Answer
Yes, the number of securities acquired or disposed beyond the prescribed
threshold, irrespective of the mode of acquisition or disposal, shall be disclosed except bonus
issuance and shares received pursuant to a scheme8.

22. Question
Whether disclosure requirement under regulation 7(2) (a) of SEBI (PIT) Regulations
would be applicable to designated person alone or it would include such person’s
immediate relatives?

8
Please refer Informal Guidance https://www.sebi.gov.in/sebi_data/commondocs/may-2017/SEBI-
reply05_p.pdf

12
Answer
Regulation 6(2) of SEBI (PIT) Regulations specifies that disclosures to be made by any person
under this Chapter (Disclosures of Trading by Insiders) shall include those relating to trading
by such person’s immediate relatives, and by any other person for whom such person takes
trading decisions. Hence, disclosure requirement is applicable to designated person along
with its immediate relatives.

23. Question
In case a designated person is taking financial assistance for acquiring the ESOP
Shares, do Form C is required to be filed?

Answer
The disclosures are required on receipt of shares pursuant to exercise of ESOPs.

24. Question
Whether transfer of shares from one Demat account to another Demat account of the
same person will trigger the disclosure requirements?

Answer
Since beneficiary ownership remains the same, the transfer of shares will not qualify as
trading. Hence, disclosure requirements for the same will not be required. 9[However, the
disclosure requirements shall be applicable in cases where one of the demat accounts has
more than single ownership.]

F. Pre-clearance

25. Question:
Whether requirement of pre-clearance is applicable for exercise of employee stock
options?

Answer:
Employee stock options being issued under SEBI (Share Based Employee Benefits)
Regulations, 2014, the exercise of such stock options is covered under clause 4(3)(b) of
Schedule B of the SEBI (PIT) Regulations, 2015. Thus, no pre-clearance is required for
exercise of stock options. However, sale of shares by employees obtained after exercise of
options shall not be covered under the aforesaid Clause.

9
Inserted vide the revised PIT FAQs, dated March 31, 2023.

13
26. Question
Can a managing director trade in its own company’s shares with pre – clearance alone
or a trading plan is necessary?

Answer
Yes, managing director can trade with pre-clearance alone, if not in possession of UPSI.
However, if the code of conduct of the company mandates trading plan for persons who may
be perpetually in possession of unpublished price sensitive information, such persons shall
abide by such code of conduct.

27. Question
Is pre-clearance required for cashless option of ESOP wherein employees avail Sell-
all/sell to cover option involving market sale of shares acquired under ESOP?

Answer
Yes, pre-clearance is required for cashless options because exercise of options and sale of
shares acquired under ESOP are taking place simultaneously. Further, only exercising of
ESOP is exempted from taking pre-clearance.

28. Question
Does pre-clearance required in case of off-market transfer of securities?

Answer
For the purpose of PIT regulations, trade includes both on – market and off – market. Hence,
off-market transfer of securities would require pre-clearance as per the code of conduct of the
company.

G. Trading Window Closure

29. Question
Whether designated person can trade during the trading window closure for which pre-
clearance was earlier provided by the compliance officer when the trading window was
opened?

Answer
The designated person cannot trade when the trading window is closed by the compliance
officer. Any earlier pre-clearance obtained when the trading window was open, would be
invalid once the trading window is closed.

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30. Question
Can grant of ESOP be made in trading window closure period?

Answer
Grant of ESOP refers to a right but not an obligation to acquire the shares of the company as
and when the options are vested and correspondingly exercised by the Employees. Hence,
grant of ESOP per se is not trading and accordingly can be made during trading window of
closure.

31. Question
If the trading window is closed, whether the compliance officer is required to inform the
designated person or rejecting their trades during pre-clearance would be sufficient?

Answer
The compliance officer shall communicate the closure of trading window to the designated
persons. Mere rejection of their trades during pre-clearance would not be sufficient.

32. Question
When should the trading window be closed by the company?

Answer
The trading window shall be closed when the compliance officer determines that a
designated person or class of designated persons can reasonably be expected to have
possession of unpublished price sensitive information.

33. Question
Shall the trading window be closed for every UPSI?

Answer
Yes.

34. Question
During trading window closure, whether trades pursuant to trading plan can be
executed?

Answer
Clause 4(3) of Schedule B read with Regulation 4(1)(vi) provides that trading window
restrictions shall not apply in respect of trades pursuant to a trading plan.

15
35. Question
Can insiders trade through block deal window mechanism during trading window
closure?

Answer
Clause 4(3) of Schedule B read with Regulation 4(1)(ii) provides that trading window
restrictions shall not apply in respect of trades carried out through the block deal window
mechanism between insiders without being in breach of regulation 3 and both parties had
made a conscious and informed trade decision.

H. Contra-trade

10
36. [Question
Does the contra trade restriction (for a period not less than six months) under clause
10 of Schedule B of the Regulations also apply to the exercise of ESOPs and the sale
of shares so acquired?

10
Substituted vide the revised PIT FAQs, dated March 31, 2023. Prior to substitution, FAQ 36 read as follows:
Question
Does the contra trade restriction (for a period not less than six months) under clause 10 of Schedule B of the
Regulations also apply to the exercise of ESOPs and the sale of shares so acquired?

Answer
Exercise of ESOPs shall not be considered to be “trading” except for the purposes of Chapter III of the
Regulations. However, other provisions of the Regulations shall apply to the sale of shares so acquired.
For Example:
i. If a designated person has sold/ purchased shares, he can subscribe and exercise ESOPs at any
time after such sale/purchase, without attracting contra trade restrictions.
ii. Where a designated person acquires shares under an ESOP and subsequently sells/pledges those
shares, such sale shall not be considered as contra trade, with respect to exercise of ESOPs.
iii. Where a designated person purchases some shares (say on August 01, 2015), acquires shares later
under an ESOP (say on September 01, 2015) and subsequently sells/pledges (say on October
01, 2015) shares so acquired under ESOP, the sale will not be a contra trade but will be subject to other
provisions of the Regulations, however, he will not be able to sell the shares purchased on August 01,
2015 during the period of six months from August 01, 2015.
iv. Where a designated person sells shares (say on August 01, 2015), acquires shares later under an ESOP
(say on September 01, 2015) the acquisition under ESOP shall not be a contra trade. Further, he can
sell/pledge shares so acquired at any time thereafter without attracting contra trade restrictions.
He, however, will not be able to purchase further shares during the period of six months from August
01, 2015 when he had sold shares.

16
Answer
Any buy/sell trade, undertaken by a Designated Person (DP) and their immediate relatives,
within 6 months of an earlier sell/buy trade, respectively, where both the trades have been
done in open market11, will tantamount to contra trade.

In respect of ESOPs, subscribing, exercising and subsequent sale of shares, so acquired by

exercising ESOPs (hereinafter “ESOP shares”), shall not attract contra trade restrictions.
Further, if the ESOP shares are sold in multiple transactions, it will not attract contra trade
restrictions.

Further, it is to be noted that other provisions of the Regulations shall apply to the sale of
shares so acquired through exercising ESOPs.

Table below provides for different scenarios involving buy/sale of ESOP shares, elucidating
the principles provided above:

Transaction Transaction Transaction Transaction Transaction Contra

Date – Jan Date – Feb Date – March Date – Date – Trade
01, 2021 01, 2021 01, 2021 August 01, September
2021 01, 2021
(A) (B) (C) (D) (E) (F)
ESOPs - ESOPs -
- - - No
Acquire # Dispose$
ESOPs - ESOPs - ESOPs -
- - No
Acquire # Dispose$ Dispose$
Yes,
Transaction
ESOPs - Market - ESOPs -
- - D is contra to
Acquire # Acquire@ Dispose$
C

Yes,
ESOPs - ESOPs - Market - Transaction
- -
Acquire # Dispose$ Acquire@ D is contra to
C.
Market - ESOPs - ESOPs -
- - No
Dispose@ Acquire # Dispose$
Market - ESOPs - ESOPs - Yes,
- -
Acquire @ Acquire # Dispose$ Transaction

11
Any acquisition/disposal of shares undertaken through any corporate action i.e. Rights Issue, FPO, OFS, Bonus,
Split, Exit offers, Buyback offer, Open offer, Merger/Amalgamation, Demerger etc. shall be considered as Non-
open market trade, rest all kinds of transactions will be considered as Open Market trade.

17
 Transaction Transaction Transaction Transaction Transaction Contra
Date – Jan Date – Feb Date – March Date – Date – Trade
01, 2021 01, 2021 01, 2021 August 01, September
2021 01, 2021
(A) (B) (C) (D) (E) (F)
C is contra to
A.
Yes,
Transaction
C is contra to
Market - ESOPs - ESOPs - Market - ESOPs -
A, D is
Acquire@ Acquire # Dispose$ Acquire@ Dispose$
contra to C
and E is
contra to D.
Non – open
ESOPs - ESOPs -
Market – - - No
Acquire # Dispose$
Acquire%
# - ESOPs – Acquire: Shares acquired through exercising ESOPs
$ - ESOPs – Dispose: Shares disposed, which were acquired through exercising ESOPs.
@ - Open Market - Acquire/Dispose: Shares acquired or disposed in open market
%
- Non-Open Market – Acquire - Shares acquired through corporate actions like Rights Issue, FPO,
OFS, Bonus, Split, etc.]

37. Question
In case an employee or a director enters into Future & Option contract of Near/Mid/Far
month contract, on expiry will it tantamount to contra trade? If the scrip of the company
is part of any Index, does the exposure to that index of the employee or director also
needs to be reported?

Answer
Any derivative contract that is physically settled on expiry shall not be considered to be a
contra trade. However, closing the contract before expiry (i.e. cash settled contract) would
mean taking contra position. Trading in index futures or such other derivatives where the scrip
is part of such derivatives, need not be reported.

38. Question
Whether contra trade is allowed within the duration of the trading plan?

Answer
12
[Contra trade is not allowed within the duration of the trading plan.]

12Substituted pursuant to amendment in PIT Regulations, dated September 24, 2024. Prior to substitution, answer
to FAQ 38 read as follows: “Any trading opted by a person under Trading Plan can be done only to the extent and in
the manner disclosed in the plan, save and except for pledging of securities”

18
 13
39. [Question
Whether the restriction on execution of contra trade in securities is applicable in case
of buy back offers, open offers, rights issues, FPOs, OFS, share split, bonus, exit offers,
merger/amalgamation, demerger, etc. by/of listed companies?
Answer
Any acquisition of securities by way of Rights issue, Follow-on Public Offer (FPO), Offer for
Sale (OFS), Bonus issue, Share Split, Merger/Amalgamation, Demerger, would not attract
restriction of ‘contra-trade’, provided the initial transaction of disposal was completed in
accordance with PIT Regulations.

Similarly, any disposal of securities by way of Buy-back, Open offer, Exit offer,
Merger/Amalgamation etc. would not attract restriction of ‘contra-trade’, provided the initial
transaction of acquisition was completed in accordance with PIT Regulations.]

14
40. [Question
In case securities are acquired/disposed of pursuant to rights issue, FPO, buy back
offers, open offers, bonus, OFS, share split, merger/amalgamation, demerger etc.,
whether the contra trade restrictions would apply if such securities are
disposed/acquired through open market trade, before completion of 6 months from the
initial date of acquisition/disposal?

13
Substituted vide the revised PIT FAQs, dated March 31, 2023. Prior to substitution, FAQ 39 read as follows:
Question
Whether the restriction on execution of contra trade in securities is applicable in case of buy back offers, open
offers, rights issues FPOs etc by listed companies?

Answer
Buy back offers, open offers, rights issues, FPOs, bonus, 13[exit offers] etc. of a listed company are available to
designated persons also, and restriction of ‘contra-trade’ shall not apply in respect of such matters. Provided
the initial transaction of buy/sell have been completed in accordance with PIT Regulations.
14
Substituted vide the revised PIT FAQs, dated March 31, 2023. Prior to substitution, FAQ 40 read as follows:
Question
In case shares are acquired pursuant to any corporate action by the company such as rights issue/FPO, whether
the contra trade restrictions would apply if such shares are sold before completion of 6 months from the date of
acquisition?

Answer
If the first trade is an acquisition by way of rights issue/FPO, then subsequent sale of shares before 6 months
from the date of acquisition would be considered as a contra trade.

19
Answer
If the initial transaction is an acquisition by way of Rights issue, Follow-on Public Offer (FPO),
Offer for Sale (OFS), Bonus issue, Share Split, Merger/Amalgamation, Demerger, then
subsequent disposal of securities within 6 months from the date of initial transaction would be
considered as a contra trade. Similarly, if the securities are disposed through Buy-back or
Open offer, then subsequent acquisition of securities within 6 months from the date of initial
transaction would be considered as a contra trade.

However, for the transactions involving merger/amalgamation, demerger, bonus and split, the
period of 6 months shall be calculated as under:

a) Merger/amalgamation – For securities received subsequent to a

merger/amalgamation, period of 6 months is to be calculated from the date of
acquisition of securities of the entity (ies), which were merged/amalgamated.

However, if an unlisted entity gets merged/amalgamated with the listed entity, the
employees of the unlisted entity who are now the Designated Persons of the listed
entity as a result of merger/ amalgamation, the period of six (6) months for such
Designated persons shall be counted from the first transaction in the entity, post-
merger/ amalgamation.

b) Demerger - For securities received subsequent to a demerger, period of 6 months is

to be calculated from the date of acquisition of the securities of the entity, which was
demerged.

c) Bonus and share split – For securities received subsequent to bonus or share split, 6
months to be calculated from the date of acquisition of original securities, on which
bonus/split shares were received. ]

41. Question
Whether restriction on execution of contra trade is applicable only to designated
persons of a listed company or whether it would also apply to the designated
employees of market intermediaries and other persons who are required to handle UPSI
in the course of business operations?

Answer
The code prescribed by the Regulations is same for listed companies, market intermediaries
and other persons who are required to handle UPSI in the course of business operations.

20
Therefore, restrictions with regard to contra trade forming part of clause 10 of code of conduct
shall apply to all according to the Regulations.

42. Question
Whether the contra trade restrictions as prescribed in Schedule B and Schedule C of
SEBI (PIT) Regulations, 2015 are applicable on designated person only or designated
person and their immediate relatives?

Answer
Clause 3 of Schedule B and Schedule C specifies designated persons and immediate relatives
of designated persons in the organisation shall be governed by an internal code of conduct
governing dealing in securities. Hence, contra-trade restrictions (as mentioned in code of
conduct) would be applicable to designated person and their immediate relatives collectively.

15
42A. [Question
If Designated Person (DP) is holding shares under his PAN in different capacities viz.
in his personal capacity, in the capacity of trustees, in the capacity of an executor of
will, etc., will the restrictions of contra trade be applicable to all the shares held in all
the capacities collectively or individually?

Answer
The restriction to engage in contra trade as provided under the provisions of the PIT
Regulations would be applicable to all the shares held under the PAN of the Designated
Person, irrespective of the capacities in which such Designated Person holds such shares in
the Company.]

43. Question
Does contra trade restrictions apply on Share wise or Date wise.
Example: A Designated Person purchased 100 Shares on November 1, 2020 and then
again 100 Shares on December 1, 2020. Whether the person can sell the 100 Shares
acquired in November 2020 in May 2021? Or it will be treated as contra trade?

Answer
Contra trade restrictions are applicable on date wise. Since shares are last bought on
December 01, 2020, the person cannot trade for a period of 6 months from December 01,
2020.

15
Inserted vide the revised PIT FAQs, dated March 31, 2023.

21
44. Question
Does contra-trade restrictions apply to debt securities of the company?

Answer
For the applicability of SEBI (PIT) Regulations, securities shall have the same meaning
assigned to it under the Securities Contracts (Regulation) Act, 1956, inter-alia covers debt
securities. Hence, contra trade restrictions would apply to debt securities.

44A. 16[Question
Whether the Designated Person can trade in the Rights Entitlement if he/ she has earlier
acquired the shares of the Company (within the six (6) months period)?

Answer
Trading in Rights Entitlements tantamount to open market trade in the Company securities
and contra trade provisions are applicable on them. Thus, if the Designated Person has earlier
acquired the shares of the Company and if they sell the Right Entitlement within a time span
of six (6) months, it will attract contra trade provisions.]

45. Question
In case promoter gifts shares of the company to his niece who is not part of promoter
group & not financially dependent on promoter:

i. Is gift of shares to be considered as trading under SEBI (PIT) Regulations?

Whether it require compliance with disclosure, pre-clearance and contra-trade
restrictions?

Answer
"Trading" means and includes subscribing, buying, selling, dealing, or agreeing to subscribe,
buy, sell, deal in any securities, and accordingly gifting shall be construed as dealing in shares.
Thus, gift is a trade and the promoter shall be required to comply with requirement of
disclosure, pre-clearance and contra trade restrictions.

46. Question
Can the compliance officer grant relaxation from contra-trade restrictions?

Answer
As per code of conduct, the compliance officer may be empowered to grant relaxation from
strict application of such restriction for reasons to be recorded in writing provided that

16
Inserted vide the revised PIT FAQs, dated March 31, 2023.

22
such relaxation does not violate these regulations.

47. Question
Is Contra Trade restriction only applicable to trades under Pre – Clearance or on any
transaction even if the trading does not exceed the threshold limit?

Answer
Contra Trade restrictions are applicable on each and every trade irrespective of whether the
trades are below or above the threshold limit of Pre Clearance.

I. Designated Person and Immediate Relatives

48. Question
In case a designated person resigns, what information should be collected by the
company/ intermediary/ fiduciary under PIT Regulations?

Answer
All information which is required to be collected from designated persons, should be collected
till date of service of such employees with the company. Upon resignation from service of
designated person, a company/ intermediary/ fiduciary should maintain the updated address
and contact details of such designated person. The company/intermediary/ fiduciary should
make efforts to maintain updated address and contact details of such persons for one year
after resignation from service. Such data should be preserved by the company/ intermediary/
fiduciary for a period of 5 years.

49. Question
Is it mandatory to include all team members of support staff ie. IT, secretarial, finance
etc in the list of designated person or only manager & above to be included in the list.

Answer
As per Regulation 9(4), designated persons to be covered by the code of conduct on the
basis of their role and function in the organisation and the access that such role and
function would provide to UPSI in addition to seniority and professional designation. Further,
Regulation 9(4)(v) specify any support staff of listed company, intermediary or fiduciary such
as IT staff or secretarial staff who have access to unpublished price sensitive information
shall be included in the list of designated person.

23
50. Question
Should whole-time director/managing director of a holding company be added as
designated person of the subsidiary company?

Answer
The guiding principle for identifying designated person is role and function in the organisation
and the access that such role and function would provide to UPSI. Since whole-time
director/managing director of holding company may have access to UPSI of its subsidiary
company, the same shall be added as designated person of the subsidiary company.

51. Question
As per regulation 9(4), whether the term “all promoters” cover promoter group under
the ambit of designated person?

Answer
Regulation 9(4) (iii) specifies that all promoters of listed companies and promoters who are
individuals or investment companies for intermediaries or fiduciaries shall be included as
designated person. Further, if promoter group is having access to UPSI then the same shall
also be included under the ambit of designated person.

52. Question
Whether the immediate relative of the designated person can trade in the derivatives of
the company?

Answer
Yes. Designated person and its immediate relative can trade in derivatives when not in
possession of UPSI and such trades are accordingly governed by the code of conduct.

J. General

53. Question:
Whether trading in ADRs and GDRs by employees of Indian companies who are foreign
nationals is covered under provisions of PIT Regulations on code of conduct?

Answer:
Yes, trading in ADRs and GDRs of listed companies is covered under relevant provisions of
PIT Regulations. Employees of such companies, including foreign nationals, who are
designated persons, shall be required to follow the code of conduct for trading in ADRs and

24
GDRs. For such disclosures by such designated persons, a unique identifier analogous to
PAN may be used.

54. Question
Who will be approving authority for trades done by the compliance officer or his
immediate relatives, as Insiders?

Answer
The board of directors of the company shall be the approving authority in such cases and may
stipulate such procedures as are deemed necessary to ensure compliance with these
regulations.

55. Question
Whether separate code of conduct can be adopted for listed company and each of
intermediaries in a group?

Answer
In case of a group, separate code may be adopted for listed company and each of
intermediaries, as applicable to the concerned entity.

56. Question
Whether chief investor relations officer will also be responsible along with compliance
officer for not disseminating information or non-disclosure of UPSI?

Answer
Regulation 2 (c) clearly provides the functions and responsibilities of the compliance officer.
Specific responsibilities to deal with dissemination of information and disclosure of
unpublished price sensitive information are given to Chief Investor Relations Officer (CIRO)
under clause 3 of Schedule A.
It is company’s discretion to designate two separate persons as CIRO and compliance officer,
respectively for fulfilling specified responsibilities. In cases where both CIRO and compliance
officer have been designated for overlapping functions, they shall be jointly and severally
responsible.

57. Question
If a spouse is financially independent and does not consult an insider while taking
trading decisions, is that spouse exempted from the definition of ‘immediate relative’?

25
Answer
A spouse is presumed to be an ‘immediate relative’, unless rebutted so.

58. Question
What is the scope of the term ‘investment company’ as mentioned in Regulation 9(4)
(iii)?

Answer
The regulation 9 (4) (iii) intends to include only those non-individual corporate promoters of
intermediaries or fiduciaries as designated person, whose main object or principal activity, is
investing in securities of other companies. For e.g. if the promoter of a broking entity is a Bank,
then such promoter shall not be specified as designated person to be covered by the code of
conduct of the intermediary. However, if the promoter of a broking entity is an investment
company which holds investments in various companies, then such an entity shall be specified
as designated person to be covered by the code of conduct of the intermediary.

17
59. [Question
Whether entities who have participated as a prospective bidder in the bidding process
of a listed company, under the Corporate Insolvency Resolution Process (CIRP), can
buy/sell the listed securities of the said company, either on Exchange/on preferential
basis/through any bidding process?

Answer
Regulation 4(1) of the PIT Regulations requires that no insider shall trade in securities that are
listed or proposed to be listed on a stock exchange when in possession of unpublished price
sensitive information. Thus, an entity, if had access to the UPSI during the bidding process of
the company under CIRP, then the requirements under the PIT Regulations need to be abided
with.]

17
Inserted vide the revised PIT FAQs, dated March 31, 2023.

26
 Annexure-A

List of rescinded documents

Sl.No. Date Document name

1. Jul 24, 2009 Clarifications on SEBI (Prohibition of Insider Trading)
Regulations, 1992
2. Aug 24, 2015 Guidance Note on SEBI (Prohibition of Insider Trading)
Regulations, 2015
3. Nov 04, 2019 FAQs on SEBI (PIT) Regulations 2015
4. Oct 08, 2020 Revised FAQs on SEBI (Prohibition of Insider Trading)
Regulations, 2015
5. Apr 29, 2021 Comprehensive FAQs on SEBI (PIT) Regulations, 2015
6. Mar 31, 2023 Comprehensive FAQs on SEBI (PIT) Regulations, 2015

27