Jul 20, 2020

SEBI (PIT) Amendment Regulations, 2020

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SEBI at its Board Meeting held on 25 June 2020, had approved several significant changes to regulations governing listed companies including the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’). Accordingly, amendments in the PIT Regulations have now been notified on and with effect from 17th July, 2020 vide the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (‘PIT Amendment Regulations 2020’).

The provisions of the PIT Amendment Regulations 2020 vis-a-vis the PIT Regulations are discussed below:


Existing Position

Amendment/ Insertion

Maintenance of Structured Digital Database

Regulation 3(5)

As per the PIT Regulations, the Board of Directors of listed entities are required to maintain a database in digital form which shall contain the following information:

  1. Name of persons / entities with whom UPSI has been shared
  2. Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available

Such databases are to be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database.

Now this provision has been amended to expand ambit of database:

  • to contain the nature of unpublished price sensitive information;
  • the names of such persons who have shared the information; and
  • also the names of such persons with whom information is shared under this regulation
  • along with his Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available.

The board of directors or head(s) of the organisation of every person required to handle shall be responsible to maintain the database.


——-no such provision earlier——-

 New provision has been inserted

  • to require maintenance of the Digital Database Internally and
  • prohibiting outsourcing of the maintenance of such Database

Period of preservation of Digital Database

New Regulation 3(6)

——-no such provision earlier——-

As per the new provision, now inserted, the structured digital database is to be preserved for a period of:

  1. not less than eight (8) years after completion of the relevant transactions; or
  2. In event of receipt of any information from SEBI regarding any investigation or enforcement proceedings-
    • till the completion of such proceedings

Continual Disclosures of Trade
(Disclosure by Certain Persons)

Regulation 7(2)

As per the PIT Regulations,

  1. Every Promoter, Designated Person and Director of every Listed company is required to disclose to the company the details of trading in the securities of the Company.
  2. The company further notifies the particulars of such trading to the stock exchange on which the securities are listed.

The Companies are making this disclosure in the prescribed Form C.

Now with the insertion of new provision, these Disclosures shall be made in such form and such manner as may be specified by the Board from time to time.

Relaxation from Trading Window Restrictions

Schedule B – clause 4(3)(b)

As per the existing provisions, the trading window restrictions are not applicable in respect of certain type of transactions, which include transactions regulated and subject to disclosure requirements/ shareholders’ approval under respective regulations such as:

  • acquiring shares under further public issue, right issue and preferential issue;
  • exercising conversion of warrants / debenture;
  • tendering shares under buy-back, open offer and delisting, etc.


To further extend the scope of these relaxations, certain transactions, which shall be specified by SEBI from time to time, may also be allowed to be undertaken during the mandatory Trading Window Closure period.

Sanctions and Disciplinary actions

(for contravention of the code of conduct)
Clause 12 of Schedule B
and Clause 10 of Schedule C

As per the existing provisions of the PIT Regulations, the Listed Companies and Intermediaries & Fiduciaries stipulate Sanctions and Disciplinary actions that may be imposed for the contravention of their Code of Conduct.


Under the amended provisions, the Listed Companies and the Intermediaries & Fiduciaries are now required to:

  • Remit to SEBI, any amount collected (i.e fine or penalty imposed by the company) pursuant to such Sanctions and Disciplinary actions for violation of Code of Conduct,
  • for credit to the Investor Protection and Education Fund.

Note: This provision is in addition to the existing provision requiring remittance of the profits disgorged by the Company, from Contra Trade executed by a Designated Person, to SEBI for credit to the Investor Protection and Education Fund.


Reporting of Non-compliance to Stock Exchange

(for contravention of the Regulations)

Clause 13 of  Schedule B and Clause 11 of Schedule C

The Companies and the Intermediaries & Fiduciaries were required to report the violation of the regulations to SEBI.

Now the provision has been amended to provide that-

  • the violation of the regulations is required to be filed with the Stock Exchanges, where the concerned securities are traded, instead of SEBI;
  • by the Listed Companies and Intermediaries & Fiduciaries.

Click to view notification in the official gazette

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