The document discusses insider trading regulations in India. It defines key terms like insider trading, connected persons, unpublished price sensitive information, trading window, and penalties for violations. It summarizes SEBI's powers to investigate complaints and take action against persons found guilty of insider trading under Indian law. Model codes of conduct are also outlined that listed companies must follow to prevent insider trading.
WHAT IS INSIDER TRADING???
Insider trading is dealing in securities of a listed company by any person who has knowledge of material “inside” information which is not known to the general public.
WHO IS INSIDER???
Insider is the person who is “connected” with the company , who could have the unpublished price sensitive information or receive the information from somebody in the company.
CONNECTED PERSON WITH DETAILED CLARIFICATION
Any person who is or has been associated with company, in any manner, during the six months prior to the concerned act:
An immediate relative to the connected person.
A banker of the company.
An official of stock Exchange or of clearing corporation.
A holding/associate/subsidiary company.
WHAT INCLUDES TRADING ?
WHO ARE INSIDER TRADERS?
Corporate officers, directors ,and employees who traded the corporations securities after learning of significant, confidential corporate developments.
Friends, business associates, family members and employees of law, banking and brokerage firms who were given such information to provide services to the corporation whose securities they traded.
GOVERNING REGULATIONS
Securities & Exchange Board Of India Act,1992
SEBI (Insider Trading) Regulations,1992
SEBI (PIT) (Amendment) Regulations,2002
SEBI (PIT) (Amendment) Regulations,2003
SEBI (PIT) (Amendment) Regulations,2008
SEBI (PIT) (Amendment) Regulations,2011
HISTORY BEHIND INSIDER TRADING IN INDIA
Insider trading in India was unhindered in its 130 year old stock market till about 1970.
In 1979,the Sachar Committee recommended amendments to the companies Act,1956 to restrict prohibit the dealings of employees. Penalties were also suggested to prevent the insider trading.
In 1989 the Abid Hussain Committee recommended that the insider trading activities may be penalized by civil and criminal proceedings and also suggested the SEBI formulate the regulations and governing codes to prevent unfair dealings.
UNPUBLISHED PRICE SENSITIVE INFORMATION
REGULATORY ASPECTS OF PROHIBITION OF INSIDER TRADING
SEBI prohibition of Insider Trading regulation 1995.
Section 11(2) E of companies act 1956 prohibits the insider trading.
WHY THERE IS NEED FOR PROHIBITION OF INSIDER TRADING???
As per SEBI the Prohibition of Insider Trading is required to make securities market:
Fair and Transparent.
To have a Level Playing Field for all the participants in the market.
For free flow of information and avoid information asymmetry.
CASE STUDY
HLL – BBLIL MERGER CASE
HLL-BROOKBOND LIPTON INDIA LTD
The case primarily involves 4 pa
Insider Trading-Analysis of Provisions, Offences and Penalties: A presentation at Indian Institute of Corporate Affairs by Mr. Manoj Kumar, Assistant Vice President, Corporate Professionals.
Key Highlights: Who is and Insider?, Insider Regulation 2(e), explanation to connected person, regulation 2(h), What Is Price Sensitive Information, OFFICER OF A COMPANY – REGULATION 2(g), Procedure for Investigation…
Insider trading complete PPT (SEBI and Case Studies)Anant8
this powerpoint presentation includes complete information about Insider Trading, its regulation in INDIA and what are its penalties. It is fully made with all the matter available till date for the topic. It also includes some minor case studies for explaining further. The matter so prepared includes all relevant updates from Slideshare, SEBI website and Google major websites.
I personally prepared this file for my College Internal Examination and scored 10/10
WHAT IS INSIDER TRADING???
Insider trading is dealing in securities of a listed company by any person who has knowledge of material “inside” information which is not known to the general public.
WHO IS INSIDER???
Insider is the person who is “connected” with the company , who could have the unpublished price sensitive information or receive the information from somebody in the company.
CONNECTED PERSON WITH DETAILED CLARIFICATION
Any person who is or has been associated with company, in any manner, during the six months prior to the concerned act:
An immediate relative to the connected person.
A banker of the company.
An official of stock Exchange or of clearing corporation.
A holding/associate/subsidiary company.
WHAT INCLUDES TRADING ?
WHO ARE INSIDER TRADERS?
Corporate officers, directors ,and employees who traded the corporations securities after learning of significant, confidential corporate developments.
Friends, business associates, family members and employees of law, banking and brokerage firms who were given such information to provide services to the corporation whose securities they traded.
GOVERNING REGULATIONS
Securities & Exchange Board Of India Act,1992
SEBI (Insider Trading) Regulations,1992
SEBI (PIT) (Amendment) Regulations,2002
SEBI (PIT) (Amendment) Regulations,2003
SEBI (PIT) (Amendment) Regulations,2008
SEBI (PIT) (Amendment) Regulations,2011
HISTORY BEHIND INSIDER TRADING IN INDIA
Insider trading in India was unhindered in its 130 year old stock market till about 1970.
In 1979,the Sachar Committee recommended amendments to the companies Act,1956 to restrict prohibit the dealings of employees. Penalties were also suggested to prevent the insider trading.
In 1989 the Abid Hussain Committee recommended that the insider trading activities may be penalized by civil and criminal proceedings and also suggested the SEBI formulate the regulations and governing codes to prevent unfair dealings.
UNPUBLISHED PRICE SENSITIVE INFORMATION
REGULATORY ASPECTS OF PROHIBITION OF INSIDER TRADING
SEBI prohibition of Insider Trading regulation 1995.
Section 11(2) E of companies act 1956 prohibits the insider trading.
WHY THERE IS NEED FOR PROHIBITION OF INSIDER TRADING???
As per SEBI the Prohibition of Insider Trading is required to make securities market:
Fair and Transparent.
To have a Level Playing Field for all the participants in the market.
For free flow of information and avoid information asymmetry.
CASE STUDY
HLL – BBLIL MERGER CASE
HLL-BROOKBOND LIPTON INDIA LTD
The case primarily involves 4 pa
Insider Trading-Analysis of Provisions, Offences and Penalties: A presentation at Indian Institute of Corporate Affairs by Mr. Manoj Kumar, Assistant Vice President, Corporate Professionals.
Key Highlights: Who is and Insider?, Insider Regulation 2(e), explanation to connected person, regulation 2(h), What Is Price Sensitive Information, OFFICER OF A COMPANY – REGULATION 2(g), Procedure for Investigation…
Insider trading complete PPT (SEBI and Case Studies)Anant8
this powerpoint presentation includes complete information about Insider Trading, its regulation in INDIA and what are its penalties. It is fully made with all the matter available till date for the topic. It also includes some minor case studies for explaining further. The matter so prepared includes all relevant updates from Slideshare, SEBI website and Google major websites.
I personally prepared this file for my College Internal Examination and scored 10/10
OBJECTIVE
Liquidator is a person appointed by a Company or a Competent authority to manage the activities of winding up of the Company. Provisions pertaining to appointment of liquidator are stipulated under Chapter XX of Companies Act, 2013. The webinar covers the aspects of appointment of liquidator, types of liquidators, powers and duties of liquidator and judicial precedents.
Insider Trading-Overview & Objective : A presentation at Indian Institute of Corporate Affairs by Mr. Manoj Kumar, Assistant Vice President, Corporate Professionals.
Key Highlights:
What is Insider Trading?
Insider trading evolution and theories : International Perspective, Misappropriation Theory, Privileged Information, Insider Trading & Corporate Governance, Indian Perspective
Principle Based Regulation
Legislative Notes
Provides specific defenses
Introduced Trading Plans
Crucial Role for Compliance Officer
Everybody connected directly or indirectly is covered
What is Unpublished Price Sensitive Information?
What is the role of Compliance Officer in implementing this Regulations.
This presentation explains about the legal position of directors.
Directors are the persons duly appointed by the company to direct and manage the affairs of the company.
Their legal position is sometimes described as agents, sometimes as managing partners, and sometimes as trustees.
Related Party Transactions: Disclosure & TransparencyPavan Kumar Vijay
It deals with the concept and need of disclosures and transparency in corporate affairs. It further enumerates the provisions of related party transactions and insider trading.
OBJECTIVE
Liquidator is a person appointed by a Company or a Competent authority to manage the activities of winding up of the Company. Provisions pertaining to appointment of liquidator are stipulated under Chapter XX of Companies Act, 2013. The webinar covers the aspects of appointment of liquidator, types of liquidators, powers and duties of liquidator and judicial precedents.
Insider Trading-Overview & Objective : A presentation at Indian Institute of Corporate Affairs by Mr. Manoj Kumar, Assistant Vice President, Corporate Professionals.
Key Highlights:
What is Insider Trading?
Insider trading evolution and theories : International Perspective, Misappropriation Theory, Privileged Information, Insider Trading & Corporate Governance, Indian Perspective
Principle Based Regulation
Legislative Notes
Provides specific defenses
Introduced Trading Plans
Crucial Role for Compliance Officer
Everybody connected directly or indirectly is covered
What is Unpublished Price Sensitive Information?
What is the role of Compliance Officer in implementing this Regulations.
This presentation explains about the legal position of directors.
Directors are the persons duly appointed by the company to direct and manage the affairs of the company.
Their legal position is sometimes described as agents, sometimes as managing partners, and sometimes as trustees.
Related Party Transactions: Disclosure & TransparencyPavan Kumar Vijay
It deals with the concept and need of disclosures and transparency in corporate affairs. It further enumerates the provisions of related party transactions and insider trading.
International Metals Trading, LLC 506c Offering MemorandumScott J. Levine
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Latest Amendments in SEBI (PIT) Regulations - Corporate Professionalscorporateprofessional
Brief of existing Insider Trading regulations
Amendments in Insider Trading Regulations effective from April 1st, 2019
Brief of existing PFUTP Regulations
Amendments in PFUTP Regulations effective from February 1st, 2019.
INNO HOLDINGS INC. is an innovative building-technology company with a mission to transform the construction industry with our proprietary cold-formed steel- framing technology and other building innovations
Valour is a digital asset investment firm that allows traditional investors to identify and invest in a diversified
portfolio of digital assets across the decentralized finance, Web 3.0 and gaming sector. We capture the
upside in the explosive growth of the regulated Web 3.0 & future of gaming space via regulated equity
wrappers and a strategic partnership and ownership stake in SEBA Bank AG, a regulated crypto bank. We
are the only publicly traded company built to give investors direct exposure to these nascent markets.
How to Begin Secretarial Audit (Compliance of All Applicable Law )Pavan Kumar Vijay
My Presentation at ICSI on 13/03/2015- "How to Begin- Secretarial Audit".
Secretarial Audit is a process to check compliance with –
• the provisions of various laws and Rules/Regulations/Procedures,
• maintenance of books, records etc,
• by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed due processes.
• the Board of Directors has to give explanation in the Board’s Report to every qualification and observation or other adverse remark made by the Secretarial Auditor.
•So we can say that the Board of Directors has to ensure that there should be a system in the company through which Compliance Officer can Control on all compliances under all applicable Laws.
Read more...
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Corporate Governance is not only a legal compliance but is necessary for the optimum growth of a business. A transparent and well-governed company is perceived to be doing business in honest way and contributing in the development and wellness of society. Therefore businesses should adapt system of Corporate Compliance Management to establish and maintain Ethics, Integrity and Accountability in their routine. सत्यं वद, धर्मं चर (Forever Speak the Truth and Follow the Dharma) has been the mantra of good people and same applies to Corporate and Business.
Today I was at Assocham’s 2nd National Conference on Corporate Compliance Management to give my view on the quest for Corporate Governance and necessity of Corporate Compliance Management.
With resolution of Central Government for reforms, transparency and governance in Corporate Sector, sentiments in the Capital Market has turned positive. Companies Act 2013 has also helped in reinstating the confidence of small shareholders in Capital Market.
As the capital market has grown global, it has generated ample need and huge opportunities for pools of ready money for investments in specific sectors. In such a scenario, several new Investor and Market friendly laws like AIF/ REITs and InvIT have been introduced. SEBI has also recently simplified some norms of AIFs. These type of funds will help in rapid development and growth of various sector of the country.
Corporate Governance is the practice of transparency in operations and transactions expected from Corporate Houses. सत्यं वद, धर्मं चर (Forever Speak the Truth and Follow the Dharma) has been our old age mantra for high standard of living and governance practices. To imbibe Corporate Governance norms in the structure of a business, leaders have to have vision and inclination towards Ethics, Integrity and Accountability. History has shown that Companies who followed these practices have earned the faith of world at large. Well governed and transparent companies have fared well in their business and also contributed to maintain the inclusive development and growth of society.
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Hostile Takeover, acquisition of a business by making unsolicited bids and giving attractive offers to the stakeholders to amass the controlling share and then bid to take control of the business and the management. The acquirer attempts to acquire a business by convincing small shareholders and financial institution of bright future prospects and also give them much larger premium for their shares. This is done to get an upper hand in that specific segment of Industry as well as market by acquiring an established business with proven track records.
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Fundraising for businesses was an arbitrary practice without any formal guidelines and regulations before Companies Act 2013. Due to lacunae of legal provisions in Companies Act 1956, many a times, corporate with fraudulent mindset have found their way to dupe investors and public of their hard-earned money. It has created many legal disputes and controversies.
Now, new Companies Act and the consequent rules have formally covered all the modes of fund-raising and have tried to fill in the loopholes of old law. Stringent rules and cumbersome compliances are to ensure safeguard of the public money and restrict the malpractices. But these provisions have created confusion in respect of implementation and compliances. The easy availability of funds for businesses in real need has also dried up. MCA must come out some clarification to give breathing time to companies specifically for private companies.
Technology: Challenges and Opportunities for Company SecretaryPavan Kumar Vijay
Technology and mainly Information Technology has made the knowledge available in digital form and we have easy access to information for reference at any time. This brought both challenges and opportunities for the professionals like Company Secretaries.
As the law has permitted the use of IT in many procedures such as compliance, payments etc., it also expects proficiency in knowledge and efficiency in work from the professionals. Now the mantra of survival and success of a Company Secretary is proper application and management of knowledge, resources and time to compete. There is limitless scope of expanding the horizon for the profession.
Corporate Governance - Initiatives and AccountabilityPavan Kumar Vijay
I gave a lecture at ICSI on GOVERNANCE - Initiative and Accountability.
I believe that Corporates are expected to use their Capacity, Knowledge and Resources towards Maximization of stakeholders' value and well-being and progress of humankind.
There are four parts of this presentation-
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2. Stakeholder Interest Protection
3. Transparency and Disclosure
4. Impact of Change
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
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This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
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3. INSIDER TRADING It is dealing in the securities by a Insider , who has the knowledge of material “inside” information which is not known to the general public
8. Reg 2 (e) ANY PERSON WAS IS CONNECTED WITH THE COMPANY WHO OR OR DEEMED TO HAVE BEEN CONNECTED AND WHO IS REASONABLY EXPECTED TO HAVE ACCESS HAS RECEIVED HAS HAD ACCESS OR OR TO UNPUBLISHED PRICE SENSITIVE INFORMATION INSIDER
10. Reg 2 (c) ANY PERSON Deemed to be a director U/s 307(10) of Co. Act Is a director U/s 2(13) of Co Act WHO OR OR HOLDS A POSITION INVOLVING AND WHO MAY REASONABLY EXPECTED TO HAVE ACCESS TO UPSI OR Employee Officer Business Relationship Professional Relationship OR Whether Temporary Permanent OR Connected Person
11. Connected Person Explanation : WHO IS CONNECTED PERSON ANY PERSON SHALL MEAN THE WORD “CONNECTED PERSON” SIX MONTHS PRIOR TO AN ACT OF 6 6 6 6 INSIDER TRADING
13. Company under Same Management / Group / Subsidiary Reg 2 (h) Person Deemed to be Connected All Intermediaries, Their Employees & Directors Investment / Trustee / Asset Management Company, their Employees & Directors Officials of Stock Exchange / Clearing House / Corporation Board of Trustee Members & Directors of Mutual Fund Public Financial Institution, Its Employees & Directors Relative of any of the aforementioned Persons
14. Bankers of the company Reg 2 (h) Person Deemed to be Connected Contd. Relatives of the Connected Persons Any Concern / Firm / trust / HUF/ Company / AOP In which Directors or Deemed Directors / Relatives of Connected / Deemed Connected Persons or company banker Have More than 10% of the holding or Interest
16. Reg 2 (ha) ANY INFORMATION OR AND TO A COMPANY LIKELY TO MATERIALLY AFFECT THE PRICE OF SECURITIES OF THE COMPANY INDIRECTLY DIRECTLY Price Sensitive Information WHICH RELATES WHICH IF PUBLISHED
21. Un - Published Reg 2 (k) Information, which is not published by the company or its agents and is not specific in nature. Explanation: Speculative reports in print or electronic media shall not be considered as published information
23. Dealing in Securities Reg 2 (d) "Dealing in Securities" means an act of subscribing buying, selling or agreeing subscribe to buy, sell or deal in any securities by any person either as principal or agent;
25. Reg 3 Prohibition On Insider NO INSIDER On Other’s behalf Either on his own behalf DEAL IN SECURITIES OF THE COMPANY SHALL OR WHEN IN POSSESSION OF ANY UPSI OR COMMUNICATE / COUNSEL / PROCURE Directly Indirectly OR ANY UPSI TO ANY PERSON
26. Reg 3 Exemption to Prohibition For Insider For any communication which is required in the ordinary course of business or profession or employment or under any law.
27. Reg 3A Prohibition On Company NO COMPANY Deal in Securities of SHALL WHEN IN POSSESSION OF ANY Other company Associate of that other company OR UNPUBLISHED PRICE SENSITIVE INFORMATION
28.
29. Violations of Provisions Relating to Insider Trading
30. Reg 4 Violation Any insider, who deals in securities in contravention of the provisions of Regulation 3 or 3A shall be guilty of Insider trading.
32. Reg 4A Power to make Inquiries & inspection If the Board suspects that any person has violated any provision of these regulations, it may make inquiries OR appoint persons to inspect books & records of such persons OR any Stock Exchange / Mutual Fund / Intermediaries/ Any other person as deemed fit, to form a prima facie opinion as to whether there is any violation of these regulations.
34. Reg 5 Right to Investigate The Board may appoint investigating authority to investigate into the complaints received from investors , intermediaries or any other person on any matter having a bearing on the allegations of insider trading ; AND To investigate suo-moto upon its own knowledge or information in its possession to protect the interest of investors in securities against breach of these regulations.
36. On Complaints / Suo-moto On Conclusion Report to Board Board will Issue directions Investigation Started Appointment of Invtg. Auth. Notice Issued To provide all assistance Shall Reply within 21 days Findings to suspected person Procedure for Investigation Reg 6 - 9
40. Reg 13(1) Disclosures To be Made PARTICULARS TO BE SUBMITTED To PERIOD Initial disclosure by person who holds more than 5% shares/ voting rights in any listed company Company within 4 working days of receipt of information of allotment or the acquisition of shares/voting right To Intimate The number of shares held by such persons
41. Reg 13(2) Disclosures To be Made PARTICULARS TO BE SUBMITTED To PERIOD Initial disclosure by person who is either director or officer of listed company Company within 4 working days of becoming the director or officer of company To Intimate The number of shares held by such persons
42. Reg 13(3 & 5) Disclosures To be Made PARTICULARS TO BE SUBMITTED To PERIOD Continual disclosure by person who holds more than 5% shares/ voting rights in any listed company Company within 4 working days of receipt of information of allotment or the acquisition of shares/voting right To Intimate The number of shares held & any Change exceeding 2%
43. Reg 13(4 & 5) Disclosures To be Made PARTICULARS TO BE SUBMITTED To PERIOD Continual disclosure by person who is either director or officer of listed company Company within 4 working days of receipt of information of allotment or the acquisition of shares/voting right To Intimate The number of shares held & any Change exceeding Rs. 5 Lakh OR 25000 Shares OR 1% whichever is Lower
46. Model Code of Conduct Schedules SCHEDULE I MODEL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING PART A - FOR LISTED COMPANIES PART B – FOR OTHER ENTITIES SCHEDULE II CODE OF CORPORATE DISCLOSURE PRACTICES FOR PREVENTION OF INSIDER TRADING
59. MATTER OF DEBATE WHETHER AN ACTION UPON ANY PRICE SENSITIVE INFORMATION WHICH TURN OUT TO BE INCORRECT FALLS UNDER INSIDER TRADING SAMEER ARORA VS. SEBI HELD INFORMATION WHICH FINALLY TURNS OUT TO BE FALSE OR AT LEAST UNCERTAIN CANNOT EVEN BE LABELED AS INFORMATION.
60. MATTER OF DEBATE WHEN AN PRICE SENSITIVE INFORMATION WILL BE TREATED AS MADE PUBLIC DSQ HOLDINGS VS. SEBI HELD THE DAY ON WHICH THE INFORMATION IS SENT TO THE STOCK EXCHANGE AS PER THE LISTING AGREEMENT.
61. 2. DSQ HOLDINGS VS SECURITIES & EXCHANGE BOARD OF INDIA. BRIEF ISSUES & DECISION The appellant was charged for indulging in the insider trading in the shares of the Company via DSQ Biotech Ltd.(DSQB). The Transaction Relates to the period from 1/08/1994 to 30/09/1994. The respondent has held that appellant is an insider and it had purchased shares on the basis Of UPPSI relating to RIGHT ISSUE. The appellant is found guilty of violating regulation 3(I) of the Insider Regulations. The impugned order states that the information on the right issue Becomes public only on 309/94 when the AGM was held. The notice of AGM was dispatched to the shareholding on 25/08/94. The Appellant states that the right issue was first discussed in the Board Meeting of the Co. held on 30/7/94. The Company send the Information to the Stock exchange as per the Listing Agreement on the Very same day. The concerned public was aware of the company’s Proposal the very same day Thus the ingredients of insider trading not found in the case and hence The appeal was dismissed. Disclosure of confidential information by son to his father concerning adverse Corporate developments at the Company because of the a new drug jointly being developed by the company along with Other Company. Father used the information and purchased the Co’s “PUT” Options. Father sold the put options on Co’s JV termination generating an overnight profit of more than $ 55,000. S E C VS TIMOTHY J.POTTER & GEORGE R.POTTER INTERNATIONAL JUDGEMENT FACTS HELD Both Father & Son was charged of the GUILTY OF INSIDER TRADING
62. Alfred Teo a major shareholder of a company learned about the tender Offer for the company and then purchased the stock on the basis of this Information prior to the Company’s Public announcement of the Acquisition. Teo also tipped eight other defendants. Thereupon made illicit profits of approximately $22 Million. It was proved that the defendants use the inside information and also Give tips to others and earned illicit profits. S E C VS ALFRED S.TEO, SR, ET AL INTERNATIONAL JUDGEMENT FACTS HELD The exchange ordered for disgorgement of all illicit profits, Civil penalties, permanent injunctions also.
63. Arjun Sekhri, a former investment banking associate having An inside confidential information about the Company tipped Various other persons in advance of six major corporate Announcements S E C VS ARUM SEKHRI, AMLOLAK SEHGAL, & PRATIMA RAJAN INTERNATIONAL JUDGEMENT FACTS HELD The offence of insider trading was proved against the defendants and they were sentenced for Imprisonment and were asked for disgorgement of the Trading profits .
64. It is easier to identify the beneficiaries of insider dealing. But the extent of losses occurred to the general investor is impossible to calculate . Lastly…
65. Let’s we knowingly not involved in this practice and put in place proper measures so would not get involved in Insider Trading. Thus… Thanks…