System-Driven Disclosures (SDD) under SEBI (SAST) Regulations, 2011

Last updated: 24 September 2020

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This notification updates the procedures for System-Driven Disclosures (SDD) under SEBI (SAST) Regulations, 2011. Previously, PAN details were collected via Registrar & Share Transfer Agents (RTAs). Now, listed companies must directly provide PAN information for promoters, promoter group members, designated persons, and directors to their designated depository. This change aligns with recent SEBI directives for the Prohibition of Insider Trading (PIT) Regulations.

Securities and Exchange Board of India
SEBI/CIR/CFD/DCR1/CIR/P/2020/181
September 23, 2020

To,

All Depositories

All Recognized Stock Exchanges

All Registered Registrar & Share Transfer Agents

Dear Sir/Madam,

Sub: System-Driven Disclosures (SDD) under SEBI (SAST) Regulations, 2011

1. Please refer to SEBI circular dated December 01, 2015 and December 21, 2016 pertaining to processes to be followed by Depositories, Exchanges and Registrar & Share Transfer Agents (“RTAs”) for implementation of SDD. Subsequently, SEBI vide circular dated September 09, 2020 under Regulation 7(2) SEBI (PIT) Regulations, 2015 has provided a detailed procedure for SDD implementation.

The circular dated September 09, 2020 requires that the capture of the PAN of the entities be done from the listed company itself, rather than through the RTAs as provided in the circular dated December 01, 2015.

2. In order to align the practices, it has been decided to use the procedure of capturing the PAN of the promoters from listed companies as mentioned in para 2,3 & 4 of the Annexure A of the circular dated September 09, 2020 for SAST disclosures too. The referred paras are quoted here for convenience: -

“2. Listed company shall provide the information including PAN number of Promoter(s) including member(s) of the promoter group, designated person(s) and director(s) (hereinafter collectively referred to as entities) as per PIT Regulations to the designated depository (selected in terms of SEBI circular ref. no. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018) in the format and manner prescribed by the Depositories. For PAN exempt entities, the Investor’s Demat account number(s) shall be specified by the listed company. The information shall be provided within 10 days from the date of this circular.

3. The designated depository shall share the information received from the listed company with other depository.

4. In case of any subsequent update in the details of the entities, the listed company shall update the information with the designated depository on the same day. The designated depository shall share the incremental changes with the other depository on the day of receipt from the listed company.”

3. The other requirements of SEBI circular dated December 01, 2015 on the subject shall remain in force.

4. This circular is issued in exercise of powers conferred by Section 11(1) of the Securities and Exchange Board of India Act, 1992.

5. A copy of this circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework/Circulars”.

Yours faithfully,

Rajesh Gujjar

General Manager

Division of Corporate Restructuring-1

Corporation Finance Department

Email id: rajeshg@sebi.gov.in

FAQ :

The primary change is that listed companies must now directly provide PAN details for promoters and other key individuals to their designated depository, rather than this information being collected through Registrar & Share Transfer Agents (RTAs).

Listed companies need to provide PAN information for their Promoter(s), members of the promoter group, designated persons, and directors.

For PAN exempt entities, the listed company must provide the Investor's Demat account number(s) instead of the PAN.

Listed companies must provide the required information within 10 days from the date of the circular.

If there are any subsequent updates to the details of the entities, the listed company must update this information with the designated depository on the same day.

A copy of this circular is available on the SEBI website (www.sebi.gov.in) under the categories 'Legal Framework/Circulars'.