NOVUS Compliance UPSI

SEBI UPSI, SDD & Insider Trading Software

NOVUS Compliance UPSI is a ready-to-use centralised platform for UPSI declaration and submission, integrated with external systems to secure insider information as per SEBI guidelines.

SEBI’s (Prohibition of Insider Trading) Regulations, 2015, prohibit insiders from communicating unpublished price sensitive information (UPSI).

NOVUS Compliance UPSI is a secured, on-premise platform to record and manage employee UPSI declarations to stay compliant as per SEBI UPSI guidelines

NOVUS Compliance UPSI is supported by a highly secure, encrypted & structured digital database backend to protect against unauthorised changes and access

Product Features of SEBI SDD Software

Ready to use and self service platform

Centralised platform for UPSI declaration & submission

Integration with external systems & mail server for auto capturing of UPSI

Information fed into the CRM system can be cross-checked with actual transaction behaviour

Implemented on client infrastructure with SSL certificates

Auto enabled with SDD - Structured Digital Database

Single Sign-on/User Credential based access to the platform with 2-Factor Authentication.

Enables automated seamless system integrations across varied platforms, networks, systems, APIs etc.

Extracts & transforms data from complex data sources.

Performs automated reconciliations, bank transfers & cash flow activities
Automated reporting to stakeholders and reverse integrations with systems

Industries

CMS reconciliations for loan products
Bank account consolidations for disbursements, repayments & pool accounts
Treasury cash flow projections
Channel integrations with Loan Management systems

Suggested Case Study


See how Infomatics Trillium® enables accurate visibility of Cash Position and Control Liquidity across an Organisation

Scheme management cash and banking operations
Branch integrations
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Suggested Case Study


See how Infomatics Trillium® enables accurate visibility of Cash Position and Control Liquidity across an Organisation

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Suggested Case Study


See how Infomatics Trillium® enables accurate visibility of Cash Position and Control Liquidity across an Organisation

Account Payable & Receivable Reconciliation
Integration with operations and Treasury bank accounts
Cashflow projections
Integration with operation ERP

Suggested Case Study


See how Infomatics Trillium® enables accurate visibility of Cash Position and Control Liquidity across an Organisation

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Suggested Case Study


See how Infomatics Trillium® enables accurate visibility of Cash Position and Control Liquidity across an Organisation

Trusted By

11

Leading Asset Management Companies ​rely on​ Trillium for their daily operational Cash Management & Banking activities.

2nd

2nd largest​ Retail Chain​ by market cap relies on ​Trillium ​for reconciliation of their daily sales vs revenue.

3rd

3rd largest Finance Leasing and Hiring Company relies on​ Trillium to get real-time visibility of their banking transactions.

1

of the largest NBFC relies on Trillium to manage their CMS & Non-CMS transactions.

3PL

Leading 3PL logistics Provider relies on Trillium for monitoring their daily operational Cash & Treasury activities

Product Benefits of Insider Trading Software

1

Protect Your Brand & Reputation: Secure & declare confidential information from getting out of the organisation

2

Get SEBI Complaint: All UPSI will be identified and its confidentiality shall be maintained as per the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

3

Stay on track: Maintain a list of all employees and other persons with whom UPSI is shared

4

Fast-track Audits: Conduct periodic process review to evaluate the effectiveness of internal controls through Novus Compliance UPSI

5

Avoid Heavy Penalties: Non-adherence to SEBI’s UPSI guidelines can attract penalty of ₹ 10 lakh - ₹ 25 crore

6

Be Updated: Get regular updates on changing SEBI guidelines from our experts.

FAQs

What are the rules under the SEBI (Prohibition of Insider Trading) Regulations, 2015?

To ensure compliance with the requirements given in the SEBI (Prohibition of Insider Trading) Regulations, 2015, and to prevent insider trading, the listed company has to put in place an effective system of internal controls viz.

  1. All employees who have access to UPSI are identified as designated employees. 
  2. All UPSI shall be identified and its confidentiality shall be maintained as per the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 
  3. A list of all employees and other persons with whom UPSI is shared shall be maintained and confidentiality agreements shall be signed or notice shall be served to all such employees and persons. 
  4. Adequate restrictions shall be placed on the communication or procurement of UPSI, as required by the SEBI (Prohibition of Insider Trading) Regulations, 2015.
What is Insider Trading ?

No insider shall trade in securities that are listed or proposed to be listed on a stock exchange when in possession of unpublished price sensitive information. That is trading in securities while in possession of UPSI is prohibited as per the regulations. These regulations come under the purview of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

What is Trading ?

Trading as defined under Regulation 2 (1) (l) means and includes subscribing, buying, selling, dealing,  or agreeing to subscribe,  buy,  sell,  deal in any securities,  and  "trade" shall be construed accordingly. 

The term trading is widely defined to include dealing in securities and intended to curb the activities based on unpublished price sensitive information (UPSI) which are strictly not buying,  selling or subscribing,  such  as  pledging etc.  Hence,  trading would include creation/invocation/revocation of pledge.

Who is an Insider ?

Regulation 2(1) (g) of SEBI (PIT) Regulations, 2015 defines ‘insider’ as any person who is: 

  • a connected person; or
  • in possession of or having access to unpublished price sensitive information.

Therefore, even if a person is not classified as a designated person, having access to UPSI would make such a  person an  ‘insider’.

As per  Regulation  4 (1) of SEBI  (PIT)  Regulations,  2015, an insider is prohibited to trade while in possession of UPSI.

What is UPSI (Unpublished Price Sensitive Information) ?

UPSI means  any  information,  relating  to  a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: 

  1. financial results;
  2. dividends;
  3. change in capital structure; 
  4. mergers, de-mergers, acquisitions, delisting, disposals, and expansion of business and such other transactions; 
  5. changes in key managerial personnel

When a  person who has traded in securities has been in possession of unpublished price sensitive information,  his trade would be presumed to have been motivated by the knowledge and awareness of such information in his possession.

What is the Structured Digital Database ?

The requirement to maintain structured digital database under Regulation 3(5), containing the names of such persons or entities with whom  UPSI  is shared,  is applicable to listed companies, and intermediaries and fiduciaries who handle UPSI of a listed company in the course of business operations.

The Structured Digital Database shall be maintained with adequate internal control and checks such as time stamping and audit trails to ensure non-tampering of the database.

The  listed company should maintain structured digital database internally, which  shall contain information including the following:

  1. Details of the Unpublished Price Sensitive Information (UPSI)
  2. Capture  the nature of UPSI shared
  3. Details of persons with whom such UPSI is shared (along with their PANs/other unique identifier) and details of persons who have shared the information.

Companies are required  to  maintain  this  structured  digital  database  even  when  the  information is shared only within the company

Why Outsourcing of SDD is prohibited?

Regulation 3(5) requires structured digital database shall not be outsourced and shall be maintained internally with adequate internal controls and checks. Whether a listed company can use software provided by third party vendors, wherein the server is of the vendor but requisite entries are made by the employees of the company only?

The third party vendors are providing the services/software on login basis, where the server is maintained by the vendor. Therefore, the vendor may have access to such records which would  be  contrary  to  the  regulations  with respect  to maintenance  of  structured  digital  database.

Nominee directors sharing  information  to  their bank or financial  institution for legitimate purpose, will be covered as communication of UPSI.

FAQ

What is Trading?
Who is an Insider?
What is UPSI (Unpublished Price Sensitive Information)

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