Compliance Calendar

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Regulation 5C (6) of the SEBI (PIT) Regulations, 2018 prescribes that a Structured Digital data base be maintained by the organizations who are required to handle UPSI.  Structured Digital Database contains a trail of information shared between insiders and outsiders. The purpose of SDD is to record the instances where information that is of the nature of UPSI (Unpublished Price Sensitive Information) is between the Listed Entity and other connected persons. 

UPSI i.e., Unpublished Price Sensitive Information is defined under Regulation 2 (n) of the SEBI (PIT) Regulations, 2018. The interpretation of the said definition could be - UPSI is any information relating to the listed entity or its securities which upon becoming publicly avaiable may materially affect the price of its securities listed on the Stock Exchange. Following are examples of UPSI:

1. financial results ( i.e., Quarterly unaudited, yearly audited, or provisional financials prepared for specific transactions)
2. Dividends ( i.e., Interim Dividend, Final Dividend and Special Dividend)
3. change in capital structure ( i.e., Alteration capital, split or consolidation of capital, issue of capital, altering the voting rights attached to shares, allotment to promoters or public leading to promoter-public proportion in the shareholding pattern, allotment securities convertible into equity shares thereby diluting the votings percentage of the existing shareholders, Buy Back, Capital Reduction)
4. mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (Other transactions may include JV agreements, technical or technology sharing collaborations)
5. changes in key managerial personnel ( The KMP shall have same meaning as given in sub-section (51) of section 2 of the Companies Act, 2013, the change shall include appointment, reappointment, retirement, resignation and demise)
6. New Product Launches (i.e., The products which may contribute significantly the revenue of the Company)
7. Contracts and Agreements
8. Regulatory Approvals
9. Litigation Outcomes
10. Market Rumors and Speculation
11. Operational Performance
12. Intellectual Property Developments

As per Reg 3 (5) of the SEBI (PIT) Regulations, 2015, the Following entities have to maintain SDD 

1. Every Entity Listed on the Stock Exchange 
2. Every other organization that is connected to the Listed Entity and required to handle a UPSI

The other organization may include Management service providers, and consultants appointed for transactions.

1. Name of the Persons who are generally required to handle UPSI
2. Names of the Persons to whom the UPSI is generally shared
3. PAN of the above persons
4. The nature of the UPSI shared

1. ‘Connected person’ under Reg 2(d) (i) of the SEBI (PIT) Regulations, 2015
2. ‘Deemed connected persons’ under Reg 2(d) (ii) of the SEBI (PIT) Regulations, 2015
3. ‘Insiders’ under Reg 2(g) of the SEBI (PIT) Regulations, 2015

As per Reg 2 (d) of the SEBI (PIT) Regulations, 2015, the Connected Person means:

any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

In relation to a Listed Entity the above Connected Persons may include the following:

1. Existing employees who are employed immediately under the Senior Management or the Board of Directors for example heads of Accounts, Sales, Research and Development, and Legal and senior employees of the such departments.
2. The above employees include the employees who have resigned during the previous 6 months before the relevant transaction.
3. Senior Officials of Independent professionals who are associated with the Company for example Chartered Accountant Firms, Secretarial Audit Firms
4. Senior Officials of Consultants who are associated with the Company
5. Business partners of the Company such as major suppliers, customers

To include include the above persons in SDD they shall have or potentially have access to UPSI.

As per Reg 2 (d) of the SEBI (PIT) Regulations, 2015, the Deemed Connected Person means:

1. an immediate relative of connected persons specified in clause (i); or
2. a holding company or associate company or subsidiary company; or
3. an intermediary as specified in section 12 of the Act or an employee or director thereof; or
4. an investment company, trustee company, asset management company or an employee or director thereof; or
5. an official of a stock exchange or of clearing house or corporation; or
6. a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or
7. a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
8. an official or an employee of a self-regulatory organization recognised or authorized by the Board; or
9. a banker of the company; or
10. a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of a company or his immediate relative or banker of the company, has more than ten per cent. of the holding or interest;

Intermediaries under 12 of the Securities and Exchange Board of India Act, 1992 includes stock broker, sub-broker, share transfer agents, banker to an issue, trustee of trust deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser, depository, participant, custodian of securities, foreign institutional investor, credit rating agency.

As per Reg 2 (g) of the SEBI (PIT) Regulations, 2015,

i) a connected person; or

ii) in possession of or having access to unpublished price-sensitive information

The database of the SDD has to be maintained for 8 years from completion of the relevant transaction. However, where any inspection, investigation, or legal proceedings are pending against the Entity, the SDD has to be maintained till the proceedings are completed. 

1. The SDD shall not be outsourced
2. The SDD shall be maintained internally meaning the data therein shall not be maintained in the cloud are at the third place. Therefore SDD data cannot be stored on google drive or Microsoft one. Further, SDD cannot be procured from third party vendor who provides SDD software on log-in basis and stores data virtually or at place other than company’s place.
3. The SDD should have time stamping facility so that every entry made in the SDD shall have date against it. Therefore SDD can not be maintained in Excel format.
4. The SDD should have Audit trail facility so that every entry should me made in chronological order and should be unalterable.

Considering the confidentiality of the data to be entered, the Board has to designate a person to handle the SDD software. The designated person is called Compliance Officer in terms of Reg 2 (c) of the SEBI (PIT) Regulations, 2015. 

 As per the notice 20230329-21of BSE dated March 29, 2023, the listed entities to whom the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015 are not applicable, are required to continue to submit SDD Compliance certificates on a quarterly basis, within 21 days from end of each quarter. 

Therefore, the Listed Entities to whom The Secretarial Compliance Report under Reg 24A is applicable is not required to submit SDD Compliance Certificate.

 Entries have to be made in SDD software even if the UPSI is shared between internal employees of the Listed Entity.