Velox 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.
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.
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.
No insider shall trade in securities that are listed or proposed to be listed on a stock exchange when in possession of unpublished price sensitive information.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.
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The term trading is widely defined to include dealing in securities and intended to curb the activities based on unpublished price sensitive information (UPSI) which are strictly not buying, selling or subscribing, such as pledging etc.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.
Regulation 2(1) (g) of SEBI (PIT) Regulations, 2015 defines ‘insider’ as any person who is:
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.
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:
When a person who has traded in securities has been in possession of unpublished price sensitive information, his trade would be presumed to have been motivated by the knowledge and awareness of such information in his possession.
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:
Companies are required to maintain this structured digital database even when the information is shared only within the company
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.