“Explore the March 2023 SEBI and BSE Circulars’ analysis. Stay informed about BSE’s XBRL format filing for various disclosures, SOP under SEBI(PIT) Regulations, additional affirmations in ASCR, and SEBI’s norms for investor service requests. Enhance your understanding of the latest regulatory updates affecting listed entities, compliance procedures, and financial result filings. Stay ahead in the dynamic landscape of financial regulations.”
Notification Type: BSE
Date: March 31st 2023
Title: Filing of announcements in XBRL format on BSE listing centre
Summary:
BSE via circular dated January 27th 2023 had introduced the facility for filings of certain announcements in XBRL format. The said fillings were related to disclosures under REG 29 & REG 30 of SEBI (LODR) Regulations, 2015.
BSE via circular dated March 31st 2023 has additionally introduced XBRL fillings for the following disclosures as well:
> Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities.
> The following agreements are required to be filled in XBRL mode.
√ shareholder agreements
√ JV’s
√ Family settlement agreements impacting management and control of the listed entity.
√ Agreements with media companies which are not in normal course of business, revisions and terminations made to the same.
> Fraud/defaults by promoter/KMP/ listed entity & arrest of KMP/promoter.
> One time settlement with a bank
> Resolution plan.
> Restructuring in relation to loans/borrowings from banks/financial institutions.
> Corporate Debt Restructuring.
> Notices of Shareholders Meeting
Once this circular becomes effective, filling for the above mentioned disclosures will be done in both PDF & XBRL mode i.e. XBRL filings are to be completed within 24 hrs. of submitting the filling in PDF mode. However later on BSE will shift to complete XBRL submission, but the date for the same will be informed in a separate circular .
Link: Filing of announcements in XBRL format on BSE listing centre w.e.f. April 01, 2023
Notification Type: BSE
Date: March 29th 2023
Title: Standard Operating Process under SEBI(PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database (“SDD”)
Summary:
- Regulation 3(5) & 3(6) of SEBI (PIT) Regulations requires a Company to maintain a digital database on the nature of UPSI shared along with details of persons to/from it is shared. Further BSE via circular dated October 28th 2022, mandated the companies to submit the SDD compliance certificate on a quarterly basis.
- As per the current circular dated March 29th 2023, listed entities that get a secretarial audit done i.e. to whom the provisions secretarial audit are applicable are not required to submit SDD Compliance certificate on quarterly basis.
- Such entities from now onwards would affirm to compliance under Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 in their Annual Secretarial Compliance Report.
Link: SOP under SEBI (PIT) Regulations, 2015 for ensuring compliance with SDD
Notification Type: BSE
Date: March 16th 2023
Title: Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)
Summary:
Following are the additional affirmations to be provided while submitting Annual Secretarial Compliance Report effective the financial year ended March 31, 2023, onwards.
> Secretarial Standard
> Adoption and timely updating of the Policies.
> Maintenance and disclosures on Website.
> Disqualification of Director.
> Details related to Subsidiaries of listed entities: related to Identification of material subsidiary companies & Requirements with respect to disclosure of material as well as other subsidiaries
> Preservation of Documents
> Performance Evaluation of Board & ID.
> Related Party Transactions – if prior approval of Audit Committee has been obtained for all Related party transactions/ detailed reasons for not obtaining prior approval + confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit committee.
> Disclosure of events or information under REG 30 + SCH III of SEBI LODR.
> Compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.
> Actions taken by SEBI/Stock Exchanges, if any.
> Additional Non-compliances, if any.
Link: Additional affirmations by Practicing Company Secretaries (PCS) in ASCR
Notification Type: SEBI
Date: March 16th 2023
Title: Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination.
Summary:
- This circular has come into force with effect from April 01, 2023.
- Mandatory furnishing of PAN, KYC details, and Nomination by holders of physical securities.
- The folios wherein any one of the above cited details as prescribed are not available on or after October 01, 2023, shall be frozen by the RTA.
- Frozen folios will be reverted to normal status upon receipt of all the details as mentioned above.
- Folios if continue to remain frozen on /after December 31st 2025 will be referred to the administrative authority under Baimani transactions Act/prevention of Money Laundering Act 2002.
- Self-attested copies of documents will be accepted by the RTA for processing service requests.
- The security holder/claimant may provide the documents/details to the RTAs for various service requests by way of ‘In Person Verification’ (IPV) or Post or electronic mode with e-sign .
Action required by RTA’S
> RTAs shall disseminate the requirements to be complied with by holders of physical securities of their clients on their websites.
> RTAs shall provide a certificate of compliance from a practicing Company Secretary, within 30 days from April 1st 2023, certifying the changes carried out, /systems put in place / new operating procedures implemented to comply with the provisions of this circular. RTAs shall submit a report to SEBI by May 31, 2023, on the steps taken by them towards sensitizing their security holders regarding mandatory furnishing of PAN, KYC and nomination.
Action required by Listed Companies
> Listed companies are required to directly inform its security holders about folios which are incomplete with regard to details on an annual basis within 6 months from the end of the financial year.
> For the Financial Year 2022-23, intimation shall be sent by the listed companies on or before May 31, 2023.
Annexures to the circular
√ The Mandatory furnishing of PAN, KYC details, and Nomination by holders of physical securities – Annexure A.
√ Mode for providing documents/details by investors for service requests – Annexure B.
√ The Standardized, simplified, and common norms along with operating guidelines for processing investor service requests – Annexure C.
√ The Forms for availing various Investor services – Annexure D.
√ The Documents for Proof of Identity – Annexure E.
√ The documents for Proof of Address have been attached to Annexure F.
Link: Common & simplified norms for processing investor’s service requests by RTAs
Notification Type: BSE
Date: March 15th 2023
Title: Manner of filing financial results as required under regulation 33 of SEBI (LODR) Regulations, 2015
Summary:
- The PDF of outcome of board meeting held to approve financial results must only include financial results, Auditor’s report and other statements as prescribed under the relevant regulation and related circulars.
- Other information such as shareholders letter, investor’s presentation, can be disclosed as a separate announcement.
Link: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20230315-41
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