National Stock Exchange of India
Circular Ref No: NSE/CML/2023/01 Date: January 05, 2023
The Company Secretary
All Listed Companies
Subject: Seeking of comments / feedback on the XBRL being introduced for submission of Announcements pertaining to issuance or forfeiture of securities, split or consolidation of shares, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
1. OBJECTIVE:
The objective of this document is to seek comments / feedback on the proposal to migrate from Portable Document Format (PDF) to eXtensible Business Reporting Language (XBRL) format for submitting corporate announcements pertaining to issuance or forfeiture of securities, split or consolidation of shares, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc. as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) read alongwith SEBI Circular dated September 09, 2015, as amended from time to time and such applicable laws.
2. BACKGROUND:
Listed entities are required to submit periodical compliance filings to Stock Exchange(s) within prescribed timelines as laid down in SEBI Listing Regulations and accordingly it was mandated to report XBRL based filings for financials from year 2015 onwards.
Over the period, Stock Exchanges in phased manner has been aiming to convert filings made under SEBI Regulations from PDF to XBRL. Listed entities file various disclosures under Regulation 30 of LODR with such details as are sought under the applicable Regulations/Circulars. With an objective to standardise securities market data it was deliberated that XBRL would be implemented for all corporate filings.
Accordingly, Stock Exchanges have implemented XBRL based compliance filing mechanism featuring identical and homogenous compliance data structures which will not only ease the compliance burden on listed entities but also will enable analysis on the data submitted by the listed entities.
Hence in this regard, filing of announcement pertaining to issuance or forfeiture of securities, split or consolidation of shares, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc., would require listed entities to file the same in XBRL exclusively, formats of which are made available in para 4 hereinbelow.
3. ISSUES AND DELIBERATIONS:
Please note that the details required are typically descriptive in nature and based on the LODR provisions and applicable SEBI Circular. Accordingly, listed entities can provide their comments/feedback/suggestions/observations pertaining to any additions/modifications in the fields.
4. COMMENTS FROM LISTED ENTITIES
Considering the implications of the XBRL filing by listed entities, comments in respect of the subject are solicited. Comments may be sent by email to [email protected] in the following format:
| Name of entity / person: Contact Number & Email Address: |
||||
| Sr. No | Event
|
Subject/Heading/ Field | Comments/ Suggestion | Detailed Rationale |
While sending email, kindly mention the subject as “Comments / Feedback on the XBRL being introduced for issuance or forfeiture of securities, alteration, any restriction on transferability of securities”
The comments may be sent by email to [email protected] latest by January 08, 2023.
Enclosed is the draft format for the XBRL being introduced.
Yours faithfully,
For National Stock Exchange of India Limited
Dhaval Shah
Manager – Listing
Encl: Draft Format for XBRL being introduced for issuance or forfeiture of securities, split or consolidation of shares, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.,
| FUND RAISING/ISSUANCE OF SECURITIES | |
| PARTICULARS | SUB-PARTICULARS |
| NSE Symbol | |
| Name of the Company | |
| BSE Scrip Code | |
| MSE Symbol | |
| ISIN | |
| Type of Event | 1. New
2. Any cancellation or termination of proposal for issuance of securities |
| Reasons for cancellation or termination of proposal for issuance of securities | |
| Date of Board Meeting considering the decision with respect to fund raising | |
| Meeting Commencement Time | |
| Meeting Conclusion Time | |
| Whether prior intimation of board meeting considering fund raising given to stock exchange | 1. Yes
2. No |
| Date of prior intimation of board meeting considering fund raising submitted to stock exchange | |
| Whether decision on fund raising approved by the Board | 1. Yes
2. No 3. Deferred |
| Whether the board discussed on the agenda item prior to deferring the proposal on fund raising | 1. Yes
2. No |
| Whether date of AGM / EGM / Postal Ballot is Fixed | 1. Yes
2. No |
| Date of AGM / EGM / Postal Ballot | |
| Whether Record / Book closure date fixed by the company | 1. Yes
2. No |
| Record / Book Closure date | |
| Whether relevant date is set as per the provision of SEBI ICDR Regulations for determining the floor price | 1. Yes
2. No |
| Whether the Board decided the Mode through which fund shall be raised | 1. Yes
2. No |
| Mode of Fund Raising | I. Further Public Offer |
| II. Rights Issue | |
| III. Depository Receipts | |
| IV. Qualified Institutional Placement | |
| V. Debt Securities or other non-convertible securities | |
| VI. Preferential Issue | |
| VII . Any Other method | |
| I. Further Public Offer | |
| Type of Securities | 1. Equity Share, 2. Preference Shares, 3. Others |
| Total number of securities proposed to be issued | |
| Total amount for which the securities will be issued (approximately) | |
| Pre – Issue Share Capital | |
| Paid-up share capital | |
| Number of Shares | |
| Post – Issue Share Capital | |
| Paid-up share capital | |
| Number of Shares | |
| II. Rights Issue | |
| Type of Securities | 1. Equity Share
2. Preference Shares 3. Others |
| Total number of securities proposed to be issued | |
| Total amount for which the securities will be issued (approximately) | |
| Issue price | |
| Ratio | Ratio 1: Ratio 2 |
| Pre – Rights Issue Capital | |
| Paid-up share capital | |
| Number of Shares | |
| Post – Rights Issue Capital | |
| Paid-up share capital | |
| Number of Shares | |
| III. Depository Receipts | |
| Type of Securities
|
1. Equity Share
2. Preference Shares 3. Others |
| Total number of securities proposed to be issued | |
| Total amount for which the securities will be issued (approximately) | |
| Type of Depository Receipts | 1. ADR
2. GDR 3. FCCB 4. Any other |
| Name of the stock exchange(s) where ADR/GDR/FCCBs are listed (opening – closing status) / proposed to be listed; | |
| Proposed Number of equity shares underlying the ADR / GDR or on conversion of FCCBs | |
| Proposed Date of allotment | |
| Tenure | |
| Date of maturity | |
| Issue price of ADR / GDR / FCCBs (in terms of USD and in INR after considering conversion rate) | |
| Details of Coupon offered, if any of FCCB’s | |
| Change in terms of FCCBs, if any | |
| Details of defaults, if any, by the listed entity in payment of coupon on FCCBs & subsequent updates in relation to the default, including the details of the corrective measures undertaken (if any) | |
| Actual date of payment of coupon on FCCBs | |
| IV. Qualified Institutional Placement (‘QIP’) | |
| Type of Securities | 1. Equity Share
2. Preference Shares 3. Others |
| Total amount for which the securities will be issued (approximately) | |
| Total number of securities proposed to be issued | |
| Whether the company has already made Qualified Institutional Placements | 1. Yes
2. No |
| Date of previous Qualified Institutional Placements | |
| Is QIP through offer for sale by promoters or promoters group for compliance with minimum public shareholding | 1. Yes
2. No |
| Percentage of Public Shareholding | |
| V. Debt Securities or other non convertible securities | |
| Type of Issuance | 1. Debt Securities
2. Others |
| Total number of securities proposed to be issued | |
| size of the issue | |
| Whether proposed to be listed? | 1. Yes
2. No |
| Name of the stock exchange(s) | |
| Tenure of the instrument | |
| Date of allotment | |
| Date of maturity | |
| Particulars of coupon / interest offered | |
| Schedule of payment of coupon / interest and principal; | |
| Charge / security, if any, created over the assets | |
| Particulars of special right / interest / privileges attached to the instrument and changes thereof; | |
| Delay in payment of interest / principal amount for a period of more than three months from the due date or default in payment of interest / principal; | |
| Details of any letter or comments regarding payment/non-payment of interest, principal on due dates, or any other matter concerning the security and /or the assets along with its comments thereon, if any; | |
| Details of redemption of preference shares indicating the manner of redemption (whether out of profits or out of fresh issue) and debentures; | |
| VI. Preferential Issue | |
| Type of Securities | 1. Equity Share
2. Preference Shares 3. Others |
| Total number of securities proposed to be issued | |
| Total amount for which the securities will be issued
(approximately); |
|
| Number of investors | |
| Names of the investors; | |
| Pre – Issue Share Capital | |
| Paid-up Share Capital (in INR) | |
| Number of Shares (in INR) | |
| Post – Issue Share Capital | |
| Paid-up Share Capital | |
| No. of Shares | |
| Outcome of the subscription | |
| Issue price / allotted price | |
| in case of convertibles – intimation on conversion of securities or on lapse of the tenure of the instrument | |
| Date of conversion (upto date) | |
| Date of conversion of securities (exact date) | |
| In case of convertibles – Date on which the tenure of the instrument lapsed | |
| Whether any change made in the Date of conversion of securities | 1. Yes
2. No |
| Intimation of change in the Date of conversion of securities submitted to the Stock Exchange | |
| VII. Any Other method | |
| Type of Securities | 1. Equity Share
2. Preference Shares 3. Others |
| Total number of securities proposed to be issued | |
| Total amount for which the securities will be issued (approximately); | |
| name of the stock exchange(s) where the securities are proposed to be listed; | |
| Pre – Issue Share Capital | |
| Paid-up Share Capital | |
| Number of Shares | |
| Post – Issue Share Capital | |
| Paid-up Share Capital | |
| Number of Shares | |
| Any other disclosure w.r.t. compliance of any SEBI Act, Regulation, Circular or provision | |
| Any other information | |
| Remarks (for Website dissemination) | |
| Remarks for Exchange (not for website dissemination) | |
–
| ALTERATION OF CAPITAL | |
| PARTICULARS | SUB-PARTICULARS |
| NSE Symbol | |
| Name of the Company | |
| BSE Scrip Code | |
| MSE Symbol | |
| ISIN | |
| Date of Board Meeting considering decision on any alteration of capital, including calls | |
| Meeting Commencement Time | |
| Meeting Conclusion Time | |
| Whether prior intimation of board meeting considering fund raising given to stock exchange | 1. Yes
2. No |
| Date of prior intimation of board meeting considering fund raising submitted to stock exchange | |
| Whether Consideration for decision on any alteration of capital, including calls approved / recommended by the Board | 1. Yes
2. No 3. Deferred |
| Whether the board discussed on the agenda item prior to deferring the decision on Voluntary delisting | 1. Yes
2. No |
| Whether Date of AGM / EGM / Postal Ballot is Fixed | 1. Yes
2. No |
| Date of Date of AGM / EGM / Postal Ballot | |
| Whether Record / Book closure date fixed by the company | 1. Yes
2. No |
| Record / Book Closure date | |
| Type of alteration of capital | I. Increase in Authorized Share Capital
II. Split/consolidation of shares III. Conversion of Share Capital IV. Sub-division of Shares V. Cancellation of Share Capital VII. Alteration of share capital, including calls VIII. Any other Method |
| I. Increase in Authorized Share Capital | |
| Type of Shares | 1. Equity Share
2. Preference Shares 3. Others |
| Existing Authorised Share Capital | |
| Number of Shares | |
| Face Value of Shares | |
| Proposed Authorised Share Capital | |
| Number of Shares | |
| Face Value of Shares | |
| Rationale for increase | |
| II. Split/consolidation of shares | |
| Type of Event | 1. Split
2. Consolidation |
| Class of shares which are consolidated or subdivided | |
| Split/consolidation ratio | Ratio 1: Ratio 2 |
| Rationale behind split/consolidation | |
| Pre-Share Capital | |
| Authorised Share Capital | |
| Subscribed Share Capital | |
| Paid-up Share Capital | |
| Face value of shares | |
| Post – Share Capital | |
| Authorised Share Capital | |
| Subscribed Share Capital | |
| Paid-up Share Capital | |
| Face value of shares | |
| Expected time of completion | |
| Whether the proposed consolidation results in changes in voting percentage of shareholders | 1. Yes
2. No |
| Number of shares of each class pre and post split or consolidation | |
| Number of shareholders who did not get any shares in consolidation and their pre-consolidation shareholding. | |
| III. Conversion of Share Capital | |
| Types of Conversion | 1. Conversion of Shares into Stock
2. Reconversion of Stock 3. Conversion of Loans into Shares 4. Conversion of Debentures 5. Any other method |
| Brief Particulars of Conversion of Share Capital | |
| Rationale behind Conversion of Share Capital | |
| Pre – Conversion Share Capital | |
| Paid-up Share Capital | |
| Number of Shares | |
| Post – Conversion of Share Capital | |
| Paid-up share capital | |
| Number of Shares | |
| Whether Conversion of Share Capital is under the Scheme of arrangement and amalgamation under Section 230 to 232 of the Companies Act, 2013. | 1. Yes
2. No |
| Date of NCLT order | |
| Date of Execution of Loan Agreement | |
| IV. Sub-division of Shares | |
| Class of shares | |
| Ratio of Sub-division | Ratio 1: Ratio 2 |
| Rationale behind Sub-division | |
| Pre -Share Capital | |
| Authorised Share Capital | |
| Subscribed Share Capital | |
| Paid-up Share Capital | |
| Face value of shares | |
| Post -Share Capital | |
| Authorised Share Capital | |
| Subscribed Share Capital | |
| Paid-up Share Capital | |
| Face value of shares | |
| Expected time of completion | |
| Number of shares of each class pre and post sub-division | |
| Number of shareholders who did not get any shares in sub-division and their pre-subdivision shareholding. | |
| V. Cancellation of Share Capital | |
| Class of shares | |
| No. of shares proposed to be cancelled | |
| Face value of shares | |
| Rationale behind cancellation of shares | |
| Brief Particulars of cancellation of shares | |
| I. Alteration of share capital, including calls | |
| Rationale behind Alteration of share capital, including calls | |
| Brief Particulars of Alteration of share capital, including calls | |
| VI. Any Other Method | |
| Method of Alteration of Capital | |
| Brief Particulars of Alteration of Capital | |
| Rationale behind Alteration of Capital | |
| Pre – Shareholding | |
| Paid-up Share Capital | |
| Number of Shares | |
| Post – Shareholding | |
| Paid-up Share Capital | |
| Number of Shares | |
| Any other disclosure w.r.t. compliance of any SEBI Act, Regulation, Circular or provision | |
| Any other information | |
| Remarks (website dissemination) | |
| Remarks for Exchange (not for website dissemination) | |
–
| ACTION WHICH WILL RESULT IN ALTERATION OF THE TERMS OR STRUCTURE OF ANY EXISTING SECURITIES | |
| PARTICULARS | SUB-PARTICULARS |
| NSE Symbol | |
| Name of the Company | |
| BSE Scrip Code | |
| MSE Symbol | |
| ISIN | |
| Date of Board Meeting considering the decision for alteration of the terms or structure of any existing securities | |
| Meeting Commencement Time | |
| Meeting Conclusion Time | |
| Whether decision for alteration of the terms or structure of any existing securities approved by the Board | 1. Yes
2. No 3. Deferred
|
| Whether the board discussed on the agenda item prior to deferring the proposal for alteration of the terms or structure of any existing securities | 1. Yes
2. No |
| Type of Action which will result in alteration of the terms or structure of any existing securities | 1. forfeiture of shares or securities;
2. reissue of forfeited shares or securities 3. the issue of shares or securities held in reserve for future issue 4. creation in any form or manner of new shares or securities 5. creation in any form or manner or any other rights, privileges or benefits to subscribe to shares or securities 6. proposal to issue any class of securities 7. change in the terms regarding redemption/cancellation/retirement in whole or in part of any securities issued by the listed entity. 8. Any other action which will result in alteration of the terms or structure of any existing securities |
| Date on which such alteration of the terms or structure of any existing securities are effective | |
| Details of such alteration of the terms or structure of any existing securities | |
| Pre – Issue | |
| Paid-up Share Capital | |
| Number of Shares | |
| Post – Issue | |
| Paid-up Share Capital | |
| Number of Shares | |
| Any other disclosure w.r.t. compliance of any SEBI Act,
Regulation, Circular or provision |
|
| Any other information | |
| Remarks (website dissemination) | |
| Remarks for Exchange (not for website dissemination) | |
–
| ANY RESTRICTION ON TRANSFERABILITY OF SECURITIES | |
| PARTICULARS | SUB-PARTICULARS |
| NSE Symbol | |
| Name of the Company | |
| BSE Scrip Code | |
| MSE Symbol | |
| ISIN | |
| Date of Board Meeting considering the decision on any restriction on transferability of securities: | |
| Meeting Commencement Time | |
| Meeting Conclusion Time | |
| Whether the restriction on transferability of securities: approved by the Board | 1. Yes
2. No 3. Deferred |
| Whether the board discussed on the agenda item prior to deferring the proposal restriction on transferability of securities: | 1. Yes
2. No |
| Details/Name of authority issuing attachment or prohibitory orders | |
| Brief details and reasons for attachment or prohibitory orders; | |
| Number of registered holders against whom restriction on transferability has been placed; | |
| Name of registered holders against whom restriction on transferability has been placed; | |
| Total number of securities so affected; | |
| Distinctive numbers of such securities if applicable; | |
| Period for which order would be applicable (if stated). | |
| Any other disclosure w.r.t. Compliance of any SEBI Act, Regulation, Circular or provision | |
| Any other information | |
| Remarks (website dissemination) | |
| Remarks for Exchange (not for website dissemination) | |
