National Stock Exchange (NSE) of India has introduced a master circular for listed entities. This circular aims to provide listed companies with a centralized resource for accessing the various circulars and guidelines issued by the exchange. By having all the relevant information in one place, listed companies can ensure compliance with regulatory requirements.
The NSE’s master circular serves as a comprehensive compilation of circulars and guidelines that are applicable to listed companies. It covers a wide range of topics, including eligibility criteria for listing, schemes of arrangement and restructuring, further issues, migration from SME to main board, listing of debt securities, NSE social stock exchange requirements, general disclosures under listing regulations, and more.
Listed companies are advised to familiarize themselves with the master circular and comply with the norms outlined within it. The circular emphasizes the importance of continuous compliance and directs companies to refer to the respective circulars for detailed clarifications. It also highlights that the master circular includes the relevant circulars and guidelines that were operational as of May 31, 2023.
In case of any inconsistencies between the master circular and the applicable circulars/guidelines, the content of the relevant circulars/guidelines will prevail. Any new circulars/guidelines or updates will also take precedence over the master circular. The circular concludes by providing contact details for support and encouraging listed companies to reach out for assistance.
National Stock Exchange of India
Circular Ref. No: NSE/CML/2023/50 Date: June 30, 2023
All Listed Companies,
Sub: Master Circular for Listed Entities
Exchange has been issuing various circulars/guidelines to Listed companies on various requirements. In order to enable the Listed Companies to have access to the applicable circulars at one place and to facilitate Listed Companies to comply with the regulatory requirements, the Exchange has prepared a Master circular for Listed Companies.
Listed Companies are hereby informed that the Master circular consists of ** parts:
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Annexure A |
Details of Relevant circulars/guidelines relating to Listing Approvals i.e. IPO, Further Issues, Scheme of arrangement etc. |
| Annexure B | Details of Relevant circulars/guidelines relating to Listing Compliance ie. Listing Regulations (Equity and Debt), SAST and PIT |
Listed Companies are advised to take note of the same and comply with these norms, in letter and spirit, on a continuous basis. In case of any detailed clarification required, Listed Companies should refer to the respective circulars.
This Master Circular is a compilation of relevant and updated circulars/guidelines issued by the Exchange as on May 31, 2023 and which are operational as on date of this circular.
In case of any inconsistency between the Master Circular and the applicable circulars/guidelines the content of the relevant circular/guidelines shall prevail. Also, in case of issuance of new circular/guidelines or updation/changes in the relevant circular/guidelines, the content of the relevant circular/guidelines shall prevail.
For any support, please reach out to the respective Exchange officers at the contact details available in NEAP portal on following path:
Help → Contact Us
For and on behalf of
National Stock Exchange of India Limited
Mandar Desai
Manager
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INDEX |
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| CHAPTER | SUBJECT | PAGE NO. |
| CHAPTER 1: IPO / DIRECT LISTING | ||
| 1.1 | Eligibility Criteria for listing on Main Board of the Exchange through IPO | 6 |
| 1.2 | Eligibility Criteria for listing on NSE Emerge Platform (SME Platform) | 8 |
| 1.3 | Eligibility Criteria for Direct Listing on Main Board of the Exchange for securities of existing Companies | 9 |
| 1.4 | Eligibility Criteria for Direct Listing on Main Board of the Exchange for Companies exclusively listed on exiting Regional Stock Exchanges (RSEs) | 12 |
| CHAPTER 2: SCHEMES OF ARRANGEMENT / RESTRUCTURING THROUGH RESOLUTION PLAN OF EQUITY AND/OR DEBT LISTED COMPANIED | ||
| 2.1 | Rule 19A (5) of the Securities Contracts (Regulation) Rules, 1957 (SCRR) pursuant to Notification dated June 18, 2021 issued Ministry of Finance (MOF). | 15 |
| 2.2 | Standard Operating Procedure (SOP) on application filed under Regulation 37 and 59A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 w.r.t. Scheme of Arrangements. | 16 |
| 2.3 | Clarifications with respect to SEBI Circular no. SEBI/HO/DDHS/DDHS- RACPOD1/P/ CIR/2022/156 dated November 17, 2022 (“SEBI Circular”), on Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS)’ | 18 |
| 2.4 | Schemes involving merger of a wholly owned subsidiary or its division with the parent company | 19 |
| 2.5 | Valuation report on Scheme of Arrangement | 20 |
| CHAPTER 3: FURTHER ISSUES | ||
| 3.1 | Introduction of Issue Summary Document (ISD) – Further Issues | 21 |
| 3.2 | Guidance note on inclusion of “object of the issue” in case of preferential issue and in Qualified institutions placement. | 23 |
| CHAPTER 4: MIGRATION FROM SME TO MAIN BOARD | ||
| 4.1 | Eligibility Criteria for Migration from SME to Main Board | 24 |
| 4.2 | Eligibility Criteria for Migration from other Exchange SME to Main Board | 26 |
| CHAPTER 5: LISTING OF DEBT SECURITIES / COMMERCIAL PAPERS | ||
| 5.1 | Eligibility Criteria for listing on the Debt segment of NSE | 28 |
| 5.2 | Framework on Contribution by eligible Issuers of debt securities to Settlement Guarantee Fund | 30 |
| 5.3 | Bank accounts for payment of fees to SEBI under the SEBI (Infrastructure Investment Trusts) Regulations, 2014, SEBI (Real Estate Investment Trusts) Regulations, 2014, SEBI (Informal Guidance) Scheme, 2003, SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 and SEBI (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008 | 31 |
| 5.4 | Instruments having certain characteristics forming part of Tier I/Tier II capital and proposed to be listed. | 32 |
| 5.5 | Disclosure in the Term Sheet for listing of privately placed debt securities | 33 |
| 5.6 | Clarification with regard to Financials in the Disclosure Document for Private Placement of Non-Convertible Debentures/Bonds | 34 |
| 5.7 | Submission of listing application with respect to re-issuances of Commercial Papers under existing listed ISINs through NEAPS | 35 |
| 5.8 | Clarification on timelines of Commercial Papers | 36 |
| 5.9 | Submission of listing application with respect to issuances of Commercial Papers through NEAPS | 37 |
| 5.10 | Guidelines on Framework for listing of Commercial Papers | 38 |
| 5.11 | Listing of Outstanding Commercial Papers on the Exchange | 39 |
| 5.12 | Listing of Commercial Papers (CPs) on the Exchange | 40 |
| 5.13 | Submission of listing application with respect to re-issuances of debt securities under same ISIN through NEAPS | 41 |
| CHAPTER 6: NSE SOCIAL STOCK EXCHANGE | ||
| 6.1 | Requirements w.r.t to registration and listing of social entities on Social Stock Exchange | 42 |
| CHAPTER 7: GENERAL | ||
| 7.1 | Submission of the Aadhar details in the Announcement/Offer Documents submitted to the Exchange. | 43 |
| CHAPTER 8: DISCLOSURES UNDER LISTING REGULATIONS FOR ISSUERS OF LISTED NON-CONVERTIBLE SECURITIES AND/OR COMMERCIAL PAPER |
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| 8.1 | Guidance Note on Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Investor Complaints Report | 44 |
| 8.2 | XBRL based filing of Investor Grievance for Listed Companies at NSE | 45 |
| 8.3 | Formats specifying disclosure of Corporate Governance by High value debt listed entities | 46 |
| 8.4 | Formats specifying disclosure of Corporate Governance by High value debt listed entities | 47 |
| 8.5 | XBRL based Compliance filings for Debt Listed Issuers at NSE | 48 |
| 8.6 | Guidance note with respect to Regulations 50(3) and 51 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. | 50 |
| 8.7 | Clarification pertaining to submission of disclosures along with the financial statements by listed entities for the purpose of compliance with SEBI CP circulars read with SEBI LODR Regulations,2015. | 51 |
| 8.8 | XBRL based filing for Debt Listed Companies at NSE | 52 |
| 8.9 | Filing of Information on Electronic Platform | 54 |
| 8.10 | Filing of Information on Electronic Platform for companies listed on the Debt Segment | 55 |
| 8.11 | Enforcement of SEBI Orders regarding appointment of Directors by the listed companies | 57 |
| 8.12 | Filing of Information on Electronic Platform | 58 |
| CHAPTER 9: CIRCULAR ISSUED PERTAINING TO CORPORATE ACTION, SEBI (SAST) REGULATIONS, 2011 AND SEBI (PIT) REGULATIONS, 2015 | ||
| 9.1 | Path of filing of disclosures related to Corporate Action on NEAPS Portal | 59 |
| 9.2 | FAQ’s – System driven disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 | 60 |
| CHAPTER 10: CIRCULAR ISSUED PERTAINING TO FINANCIAL RESULTS, STATEMENT OF IMPACT | ||
| 10.1 | Manner of filing financial results as required under regulation 33 of SEBI (LODR) Regulations, 2015 | 63 |
| 10.2 | XBRL based Compliance filings for Listed Companies at NSE | 64 |
| 10.3 | Submission of Consolidated Financial Results. | 65 |
| 10.4 | Clarification on Formats for publishing Financial Results | 66 |
| 10.5 | Clarification regarding submission of Limited Review Report on Financial Results. | 67 |
| 10.6 | Disclosure of the Impact of Audit Qualifications by the Listed Entities under Regulation 33/52 of SEBI (LODR), (Amendment) Regulations, 2016 | 68 |
| CHAPTER 11: CIRCULAR ISSUED PERTAINING TO SHAREHOLDING PATTERN, INVESTOR GRIEVANCE REPORT OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 |
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| 11.1 | XBRL based filing of Investor Grievance for Listed Companies at NSE | 70 |
| 11.2 | FAQ’s – Disclosure of holding of specified securities and Holding of specified securities in dematerialized form | 71 |
| 11.3 | Guidance Note on Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 – Investor Complaints Report | 75 |
| 11.4 | FAQ’s – Disclosure of holding of specified securities and Holding of specified securities in dematerialized form | 76 |
| CHAPTER 12: CIRCULAR ISSUED PERTAINING TO STANDARD OPERATING PROCEDURE AND WAIVER | ||
| 12.1 | Policy for Exemption of fines levied as per the provisions of SEBI SOP Circular – Debt | 79 |
| 12.2 | Policy for Exemption of fines levied as per the provisions of SEBI SOP Circular – Equity | 82 |
| 12.3 | Processing of waiver applications by the Exchanges in case of commonly listed entities | 85 |
| 12.4 | Guidance Note on SEBI Circular reference no.
SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020 regarding non-compliance with provisions related to continuous disclosures |
87 |
| 12.5 | Guidance Note on SEBI circular dated January 22, 2020 regarding noncompliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and the Standard Operating Procedure (SOP) for suspension and revocation of trading of specified securities | 97 |
| 12.6 | Advisory under Regulation 46 and 62 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 | 106 |
| 12.7 | Release of new module for filing of information required under Regulation 46 and 62 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NEAPS (NSE Electronic Application Processing System). | 107 |
| 12.8 | Extension of time for filing of information required under Regulation 46 and 62 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in NEAPS (NSE Electronic Application Processing System). | 108 |
| CHAPTER 13: DISCLOSURES UNDER REGULATION 30 OF SEBI (LODR) REGULATIONS, 2015 | ||
| 13.1 | Compliance and Disclosure Requirements for Listed Companies undergoing Corporate Insolvency Resolution Process (CIRP) | 109 |
| 13.2 | Enforcement of SEBI Orders regarding appointment of Directors by the listed companies | 110 |
| 13.3 | Misuse of Exchange Platform provided for Corporate Announcements | 111 |
| 13.4 | Disclosure of Default! Inter Creditor Agreement (ICA) | 112 |
| 13.5 | Guidance Note on Analyst! Institutional Investors meet | 113 |
| 13.6 | Guidance note on communications by Listed Entities | 114 |
| 13.7 | Guidance notes for Companies undergoing Corporate Insolvency Resolution Process | 115 |
| 13.8 | Guidance notes for filing intimations w.r.t. Insolvency and Bankruptcy Code (IBC) ! Inter-Creditors Agreement (ICA) | 116 |
| 13.9 | Guidance note on disclosures pertaining to analysts ! institutional investors meet and best practices | 117 |
| 13.10 | Circular on use of digital signature certificate for announcements submitted by listed companies | 120 |
| 13.11 | Guidance note on use of digital signature certificate for announcements submitted by listed companies | 121 |
| 13.12 | Submission of the Aadhaar numbers in the Announcements/Offer Documents submitted to the Exchange | 123 |
| 13.13 | FAQ’s on filing of announcements in XBRL format on NSE Electronic Application Processing System (NEAPS) platform | 124 |
| 13.14 | FAQ’s on filing of announcements in XBRL format on NSE Electronic Application Processing System (NEAPS) platform | 127 |
| CHAPTER 14: DISCLOSURES UNDER REGULATION 23 (‘RPT’) & 34(2)(F) (‘BRSR’) OF SEBI (LODR) REGULATIONS, 2015 | ||
| 14.1 | Frequently Asked Questions (FAQs) – Disclosure of Related Party Transactions under regulation 23 of SEBI (LODR) Regulations, 2015 | 133 |
| CHAPTER 15: DISCLOSURES UNDER REGULATION 24A OF SEBI (LODR) REGULATIONS, 2015 | ||
| 15.1 | Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR) | 137 |
| CHAPTER 16: DISCLOSURE UNDER REGULATION 27(2) OF SEBI (LODR) REGULATIONS, 2015 | ||
| 16.1 | FAQs on the submission of the quarterly Corporate Governance Report | 140 |
To Read Full- Master Circular for Listed Entities
