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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

  • Fund raising/Issuance of securities
  • Alteration of capital
  • Action which will result in alteration of the terms  or structure of   any existing securities
  • Any restriction on transferability of securities
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)

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