Consultation Paper on proposed amendments SEBI PIT Regulations to rationalize the scope of the expression ‘connected person’, while not increasing compliance requirements - MMJC

Consultation Paper on proposed amendments to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to rationalize the scope of the expression ‘connected person’, while not increasing compliance requirements

• The Securities and Exchange Board of India (‘SEBI’) via consultation paper dtd July 29,2024 has proposed amendments to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’).

• SEBI proposes amending the definition of “connected persons” in the PIT Regulations to expand its scope and include individuals who, while not directly involved with a company, have access to Unpublished Price Sensitive Information (‘UPSI’) due to their close relationships with existing connected persons.

• It is proposed to add the following category under deemed connected persons:
  • a firm, its partner or its employee in which a connected person is also a partner; or
  • any person on whose advice, directions or instructions, a connected person is accustomed to act; or
  • a body corporate whose board of directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a connected person; or
  • persons sharing a household or residence with a connected person; or
  • persons having material financial relationship with a connected person including for reasons of employment or financial dependency or frequent financial transactions; or
  • a Hindu Undivided Family (‘HUF’) where Karta or any of the member/coparcener is a connected) or a relative of connected persons.

• Now as per the proposed amendment to the definition of the connected person, ‘relative’ of the connected person would be covered under the definition of the connected person as against ‘immediate relative’.

• SEBI is proposing to define the term ‘relative’ by taking reference from the Income Tax Act 1961 and the definition is rationalized only to establish insider trading.

• The term ‘relative’ under the definition of the connected person shall mean the following:
  • spouse ; or
  • siblings ; or
  • siblings of spouse ; or
  • siblings of parents; or
  • any lineal ascendant or descendant of the individual or spouse ; or
  • spouse of the above people

• SEBI has also stated in the consultation paper that in order to ensure that there is no increase in compliance requirements, the definition of ’immediate relative’ under regulation 2(1)(f) is proposed to be retained in the PIT Regulations and requirement for disclosures of trades of ‘immediate relative’ by promoters/directors/designated persons under PIT Regulations will continue, to ensure continuance of ease of doing business.

• This consultation paper is open for public comments till August 18, 2024.