NSE Guidance note on use of digital signature by listed companies

NSE – National Stock Exchange of India Ltd.

Circular Ref No: NSE/CML/2022/44 | Date: September 07, 2022

The Company Secretary
All Listed Companies

Subject: Guidance note on use of digital signature certificate for announcements submitted by listed companies

Dear Sir/ Madam,

National Stock Exchange of India Limited (NSE) vide its Circular NSE/CML/2022/39 dated August 02, 2022 on ‘Use of digital signature certificate for announcements submitted by listed companies’ informed regarding application of digital signature certification for authentication of documents / filings made by listed companies to Stock Exchange(s).

Attached is a guidance note in continuation to the above stated circular to provide further clarity surrounding the matter.

This guidance note is issued for reference purposes only.

Yours faithfully,
For National Stock Exchange of India Limited

Dhaval Shah
Manager – Listing

Encl.: NSE Circular NSE/CML/2022/39 dated August 02, 2022, NSE Circular NSE/CML/2018/02 dated January 16, 2018, and NSE/CML/2018/03 dated January 17, 2018.

Guidance Note

The note is presented in a Q&A format for better understanding.

Abbreviations used:

Q.1 What is the applicability of the NSE Circular?

Ans. The Circular is applicable to all listed entities on NSE.

Q.2 Which all filings/ submissions are covered in the NSE Circular

Ans. Presently, listed companies shall submit all corporate announcements using DSC in compliance with the NSE Circular except for the following mentioned in the Circular:

• Outcome of Board meeting which includes only financial result;
• Any disclosure in which document(s) issued by entity/ies other than listed company is/are included (For e.g., Auditors certificate, NCLT / other court’s order, Credit Rating, Resignation letter copy of a director, etc.);
• Newspaper Advertisement; and
• Any other disclosure(s) as specified by Stock Exchanges from time to time

Q.3 What are the examples of non-admissible signatures under the NSE Circular?

Ans. Non-admissible signatures include but are not limited to physical signature, image pasted of signature, signature in Sd/- format, copy pasted signature, etc.

Q.4 Whether filing a scanned document/ disclosure be considered as compliance?

Ans. Listed companies may file scanned documents/ disclosures in compliance with NSE Circular NSE/CML/2018/02 dated January 16, 2018, and NSE/CML/2018/03 dated January 17, 2018 (appended to the note also, available on NSE website) wherein listed companies are required to submit all corporate announcements (full set of documents) in machine readable and searchable form. Secondly, such document/ disclosure shall be authenticated using a DSC.

Q.5 How to confirm if a pdf is machine readable before filing?

Ans. A machine readable format is when the document/ disclosure is fully searchable. If the documents are scanned then the images of typed, handwritten or printed text shall be converted to machine-encoded text (optical character recognition).

Q.6 Whether listed companies can submit scanned documents/ disclosures post affixing DSC?

Ans. No, the documents/ disclosures submitted to the Stock Exchange(s) shall be in machine readable format having a detectable DSC.

Q.7 What happens when a listed company submits a disclosure in contravention to the aforementioned NSE Circulars?

Ans. Disclosure(s) submitted in contravention to the requirements of the NSE Circulars shall be treated as non-compliance and the listed entity shall re-submit the said announcement adhering to the aforementioned requirements on immediate basis.

Appropriate action may follow if the non-compliance is not rectified immediately.

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Circular

The Company Secretary

All Listed Companies

Subject: Circular on use of digital signature certificate for announcements submitted by listed companies

Dear Sir/ Madam,

In accordance with Regulation 10 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (LODR), all listed companies are required to file the reports, statements, documents, filings and any other information with the recognized Stock Exchange(s) on the electronic platform as specified by the Board or the recognized Stock Exchange(s). Accordingly, the Exchange has provided electronic platform viz. National Stock Exchange Electronic Application Processing System (NEAPS) and the Digital Portal for listed companies to file the above documents. The Exchange has provided unique User Id and Password to listed companies to access the said electronic portals.

In wake of covid-19 pandemic, Securities Exchange Board of India (SEBI) vide its circulars listed below permitted the use of digital signature certification for authentication / certification of filings / submissions made to Stock Exchanges:

Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/63 dated April 17, 2020

Circular No. SEBI/HO/CFD/CMD1/P/CIR/2021/556 dated April 29, 2021

Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/145 dated July 31, 2020

The aforesaid measure has been received well by the market participants. Considering the advantages of using digital signature certifications for authentication of documents / filings, Stock Exchanges, in consultation with each other and SEBI, have decided to make it mandatory to file announcements under various SEBI Regulations using digital signature certification to the Stock Exchange except for following disclosures/events:

• Outcome of Board meeting which includes only financial result.
• Any disclosure in which document(s) issued by entity/ies other than listed company is/are
  included (For e.g., Auditors certificate, NCLT / other court’s order, Credit Rating, etc.);
• Newspaper advertisement.
• Any other disclosure(s) as specified by Stock Exchanges from time to time.

The circular shall be effective from September 01, 2022.

Yours faithfully,
For National Stock Exchange of India Limited

Lokesh Bhandari

Chief Manager – Listing

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Ref No: NSE/CML/2018/02                                                                                January 16, 2018

The Company Secretary
All Listed Companies

Dear Sir / Madam,

Subject: Dissemination of corporate announcements

In accordance with Regulation 10 of SEBI Listing Obligation and Disclosure Requirements Regulations, 2015 (LODR) all listed companies are required to file the reports, statements, documents, filings and any other information with the recognized stock exchange(s) on the electronic platform as specified by the Board or the recognized stock exchange(s). Accordingly, the Exchange has provided electronic platform viz. National Stock Exchange Electronic Application Processing System (NEAPS) for listed companies to file the above documents. However, it is observed that in many instances the listed companies are submitting the announcements in a format which is not ‘machine readable’ or ‘searchable’.

NSE has been directed by Securities and Exchange Board of India (SEBI) to advise all the listed companies to submit all the corporate announcements to the Exchange in a machine-readable and searchable form.

All listed companies are directed to strictly adhere to the above requirement for all the corporate announcements filed hereafter.

Yours faithfully,
For National Stock Exchange of India Limited

Kautuk Upadhyay
Manager

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Ref No: NSE/CML/2018/03

January 17, 2018

The Company Secretary
All Listed Companies

Dear Sir / Madam,

Subject: Dissemination of corporate announcements

This is in continuation to our circular no. NSE/CML/2018/02 dated January 16, 2018, kindly note that all listed companies are required to submit all the corporate announcements to the Exchange in a machine readable and searchable form in addition to what is being provided currently by the companies.

Yours faithfully,

For National Stock Exchange of India Limited

Kautuk Upadhyay
Manager