The provision was introduced to aid insider trading investigations by establishing a link between insiders and persons who trade while in possession of such UPSI. However, since the provision states that the ‘board of directors’ are required to maintain such a database, there was a lack of clarity on whether this provision is applicable to intermediaries and fiduciaries, or only to listed companies.Further, Regulation 9(4)(iii) of the PIT Regulations states that all promoters ‘who are individuals or investment companies for intermediaries or fiduciaries’ shall be covered by the code of conduct. However, an ‘investment company’ has not been defined.The revised Guidance Note clarifies that not only listed companies, but also intermediaries and fiduciaries, which handle UPSI of a listed company in the course of their business operations, are required to maintain such a database. Further, with respect to investment companies, it is clarified that only those non-individual corporate promoters of intermediaries or fiduciaries, whose main object or principal activity is investing in securities of other companies, is sought to be covered under Regulation 9(4)(iii).While the Guidance Note provides much needed clarity, mandating intermediaries and fiduciaries to maintain a digital database with time stamping and audit trails, even where they receive UPSI on a single occasion, seems excessive.
