NSE & BSE issues SOP under SEBI(PIT) Regulations, 2015 for ensuring compliance with SDD

NSE Circular Ref No: NSE/CML/31 dated October 18, 2024

BSE Circular Ref. No.: 20241018-44 dated October 18, 2024

Relevant Regulation: Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015  inter alia requires SDD to be maintained by all listed and proposed to be listed entities.

 

The previous circulars issued by the BSE in this regard vide circular No. 20221028-15 dated October 28, 2022, circular No. 20221104-37 dated November 04, 2022, Circular No. 20230125-9 dated January 25, 2023, Circular No. 20230329-20 dated March 29, 2023, shall stand rescinded. Similarly, the previous circulars issued by the NSE in this regard vide circular No. NSE/CML/2022/51 dated October 28, 2022, circular No. NSE/CML/2022/52 dated November 04, 2022, Circular No. NSE/CML/2023/09 dated January 25, 2023, circular Ref No: NSE/CML/ 2023/25 dated March 29, 2023, shall stand rescinded.

 

The listed entities are required to note below Standard Operating Process for Structural Digital Database:

 

1) The listed entities to whom the provisions of Regulation 24A of SEBI(LODR) Regulations, 2015 [Secretarial Audit and Secretarial Compliance Report] are applicable, are required to confirm compliance status of SDD in the Annual Secretarial Compliance Report.

 

2) The listed entities to whom the provisions of Regulation 24A of SEBI(LODR) Regulations, 2015 are not applicable, are required to confirm compliance status of SDD by submitting SDD Compliance Certificate in the prescribed format (as per Annexure I) certified by Practicing Company Secretary within 60 days from the end of the Financial Year on below mentioned path, if the Company is compliant. If the Company is non-compliant with SDD requirement the Company need to submit quarterly compliance certificate certified by Practicing Company Secretary till the time Company complies:

For NSE: NEAPS > COMPLIANCE > Announcements > Announcements/CA

[ Please note that the announcement with regards to SDD are required to submit under the subject Structural Digital Database]

For BSE: BSE Listing Centre > Listing Compliance > Compliance Module > Structured Digital Database (SDD) Compliance Certificate

 

 

3) In case of proposed to be /newly listed companies, the Exchange will take certificate at the time of filing of offer document from PCS that the Company is compliant with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment thereof.

 

 

4) In the Case of non-compliant Companies, the Exchange will take below action within 30 days from the due date of submission of report/certificate:

       (i)  “Under the “Get Quote” page of the Exchange Website of the Listed Entity, wherever listed, would display that the company is non-compliant                   with SDD along with the name of the compliance officer, till the time the company is compliant.”

       (ii)  The Exchanges will not provide any further Listing Approval except bonus and split.

      (iii)  The Company may be asked to place the matter before their Board and provide the comments of the Board.

 

5) In case of Suspended non-compliant Companies, the revocation will take place only when the confirmation of compliance status will be provided by the Company in the prescribed format (as per Annexure I of the circular) certified by the Practicing Company Secretary.

These circulars shall be effective immediately.

 

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