National Stock Exchange of India
Circular Ref No: NSE/CML/2022/50 Date: October 10, 2022
The Company Secretary
All Listed Companies
Subject: Seeking of comments / feedback on the XBRL being introduced for submission of Announcements pertaining to Outcome of Board Meeting (Dividend, Buyback, Bonus shares and Voluntary Delisting)
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 for Outcome of Board Meeting by listed entities to Stock Exchange(s) pertaining to agenda items– Dividend, Buyback, Bonus shares and Voluntary Delisting 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, were 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 Outcome of Board Meeting related to Dividend, Buyback, Bonus shares and Voluntary Delisting, 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 DL-Announcement@nse.co.in in the following format:
| Name of entity / person:
Contact Number & Email Address: |
||||
| Sr. No | Event (Dividend, Buyback, Bonus shares, Voluntary Delisting) | Subject/Heading/Field | Comments/Suggestion | Detailed Rationale |
While sending email, kindly mention the subject as “Comments / Feedback on the XBRL being introduced for submission of Announcements pertaining to Outcome of Board Meeting (Dividend, Buyback, Bonus shares and Voluntary Delisting)”
The comments may be sent by email to DL-Announcement@nse.co.in latest by October 15, 2022.
Enclosed is the draft format of Outcome of Board Meeting related to Dividend, Buyback, Bonus shares and Voluntary Delisting.
Yours faithfully,
For National Stock Exchange of India Limited
Dhaval Shah
Manager – Listing
Encl: Format for Outcome of the Board Meeting – Dividend, Buyback, Bonus shares and Voluntary delisting- NSE
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FORMAT FOR ANNOUNCEMENTS PERTAINING TO OUTCOME OF BOARD MEETING FOR DIVIDEND, BUYBACK, BONUS SHARES AND VOLUNTARY |
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| DELISTING | ||
| POINT NO. | PARTICULARS | SUB-PARTICULARS |
| 1 | NSE Symbol | |
| 2 | Name of the Company | |
| 3 | BSE Scrip Code | |
| 4 | MSE Symbol | |
| 5 | ISIN | |
| 6 | Type of Annoucement | 1. New
2. Update |
| 7 | Event | 1. Buy-back
2. Voluntary Delisting 3. Bonus Shares 4. Dividend |
| 8 | Date of initial annoucement | |
| 9 | Date of latest annoucement | |
| 10 | Remarks (website dissemination) | |
| 11 | Remarks for Exchange (not for Website Dissemination) | |
| 12 | Date of Report | |
–
|
DIVIDEND |
||
| POINT NO. | PARTICULARS | SUB-PARTICULARS |
| 1 | Whether prior intimation of board meeting considering interim / final dividend given to stock exchange | Yes / No |
| 2 | Date of Intimation to Stock Exchange on Board Meeting to consider declaration of interim / recommendation of final dividend | |
| 3 | Date of Board Meeting considering declaration of Interim / Recommendation of Final Dividend | |
| 4 | Meeting Commencement Time | |
| 5 | Meeting Conclusion Time | |
| 6 | Whether Declaration of Interim Dividend / Recommendation of Final Dividend approved by the Board | Yes / No / Deferred |
| 7 | Type of Dividend declared / recommended by the company | |
| a. | Interim Dividend | Yes / No |
| b. | Final Dividend | Yes / No |
| 8 | Interim Dividend | |
| a. | Rate of Dividend per equity share | |
| b. | Date of declaration of Interim Dividend | |
| c. | Record Date | |
| d. | Proposed Date within which payment of dividend shall be made by the company | |
| 9 | Final Dividend | |
| a. | Rate of Dividend recommended per equity share | |
| b. | Has Record Date been fixed | Yes / No |
| c. | Whether Date of AGM is Fixed | Yes / No |
| d. | Record Date | |
| e. | Date of Declaration / Annual General Meeting | |
| f. | Proposed Date within which payment of dividend shall be made by the company, if AGM date has been fixed | |
–
|
BUYBACK |
||
| POINT NO. | PARTICULARS | SUB-PARTICULARS |
| 1 | Date of Board Meeting to consider the decision on buyback of securities | |
| a. | Meeting Commencement Time | |
| b. | Meeting Conclusion Time | |
| 2 | Whether prior intimation of Board Meeting for considering Buyback of securities filed with the Exchange | 1. Yes
2. No |
| 3 | Whether decision on Buyback of securities approved by the Board | 1.Yes
2.No 3.Deferred |
| a. | Whether the Board discussed on the agenda item prior to defering the decision on buyback of securities | 1. Yes
2. No |
| b. | Whether buy-back is less than or equal to 10% of the total paid up equity capital and free reserves of the company | 1. Yes
2. No |
| c. | Whether Date of AGM / EGM / Postal Ballot is fixed by the company | 1. Yes
2. No |
| d. | Date of AGM / EGM / Postal Ballot | |
| e. | Whether any Record/Book Closure date intimated earlier | 1. Yes
2. No |
| f. | Date of intimation of Record /Book closure date | |
| g. | Whether the mode, quantum, pricing, timing and other details of buyback decided by the board | 1. Yes
2. No |
| h. | Whether Record Date is fixed by the company | 1. Yes
2. No |
| i. | Record /Book closure date | |
| 4 | Methods of Buyback | 1. Tender Offer
2. Open Market 3. Others |
| a. | Maximum Buyback size approved by Board of Directors (in INR) | |
| b. | Number of securities proposed for buyback | |
| c. | Number of securities proposed for buyback as a percentage of existing paid up capital | |
| d. | Buyback price | |
| e. | actual securities in number and percentage of existing paid up capital bought back | |
| f. | pre & post shareholding pattern | |
| 5 | Confirmation that the buyback undertaken is not within a period of one year from the date of expiry of buyback period of the preceding offer of buy-back, | 1.Yes
2.No 3.Not Applicable |
| 6 | Confirmation that no shares/other specified securities are issued during the buyback period | 1.Yes
2.No 3.Not Applicable |
–
| BUYBACK contd | ||
| Table A | ||
| Pre – Buyback Shareholding Pattern | ||
| Category of Shareholders | Number of Shares | % of Existing Capital |
| Promoter & Promoter Group (A) | ||
| Public (B) | ||
| Others (C) | ||
| Grand Total (A+B+C) | ||
| Table B | ||
| Post – Buyback Shareholding Pattern | ||
| Category of Shareholders | Number of Shares |
% of Existing Capital |
| Promoter & Promoter Group (A) | ||
| Public (B) | ||
| Others (C) | ||
| Grand Total (A+B+C) | ||
–
|
BONUS SHARES |
||
| POINT NO. | PARTICULARS | SUB-PARTICULARS |
| 1 | Types of Shares | 1. Equity
2. Other |
| 2 | Date of Board Meeting where bonus recommended | |
| a. | Meeting Commencement Time | |
| b. | Meeting Conclusion Time | |
| 3 | Whether prior intimation of board meeting for recommending bonus filed with the Exchange | 1. Yes
2. No |
| 4 | Whether Bonus recommended by the Board | 1. Yes
2. No 3. Deferred |
| a. | Whether the board discussed on the agenda item prior to defering the decision on bonus | 1. Yes
2. No |
| b. | Whether any Record / Book Closure date intimated earlier | 1. Yes
2. No |
| c. | Date of intimation of Record / Book closure date | |
| d. | Whether Record / Book closure date fixed by the company | 1. Yes
2. No |
| e. | Whether Date of AGM / EGM / Postal Ballot is Fixed | 1. Yes
2. No |
| f. | Record / Book Closure date | |
| g. | Date of AGM / EGM / Postal Ballot | |
| 5 | whether bonus is out of free reserves created out of profits or share premium account | 1. Free Reserves
2. Securities Premium 3. Capital Reserve 4. Others |
| a. | bonus ratio | |
| b. | free reserves and / or share premium required for implementing the bonus issue (INR in Lakhs) | |
| c. | free reserves and / or share premium available for capitalization and the date as on which such balance is available (INR in Lakhs) | |
| d. | whether the aforesaid figures are audited | 1. Yes
2. No |
| e. | estimated date by which such bonus shares would be credited/dispatched | |
| h. | Paid-up Share capital Before Allotment (INR in Lakhs) | |
| f. | Paid-up Share capital After Allotment (INR in Lakhs) | |
–
|
VOLUNTARY DELISTING |
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| POINT NO. | PARTICULARS | SUB-PARTICULARS |
| 1 | Date of Board Meeting | |
| a. | Meeting Commencement Time | |
| b. | Meeting Conclusion Time | |
| 2 | Whether prior intimation of board meeting for considering the proposal for voluntary delisting filed with Exchange | 1. Yes
2. No |
| 3 | Whether proposal for voluntary delisting approved / recommended by the Board | 1. Yes
2. No 3. Deferred |
| a. | Whether the board discussed on the agenda item prior to defering the decision on Voluntary delisting | 1. Yes
2. No |
| 4 | Type of Voluntary Delisting | I. Delisting (some stock exchanges)
II. Delisting (from all the stock exchanges) . Delisting (subsidiary company pursuant to a scheme of arrangement) |
| I. | Delisting from some of the recognised stock exchanges | |
| a. | Name of the Stock Exchange from which the company decided to delist its securities | |
| b. | Exchange on which company continues to remain listed | |
| c. | Reason for Delisting | |
| II. | Delisting from all the recognised stock exchanges | |
| a. | Whether the company to be delisted is a small company and satisfies the conditions specified under Regulation 35 (1) of SEBI (Delisting of Equity Shares) Regulations, 2021 | 1. Yes
2. No |
| b. | Date of Initial Public Announcement made to Stock Exchange | |
| c. | Whether the Board certified the following | |
| i. | the company is in compliance with the applicable provisions of securities laws | Yes / No |
| ii. | the acquirer and its related entities are in compliance with the applicable provisions of securities laws in terms of the report of the Company Secretary including compliance with sub-regulation (5) of regulation 4 of SEBI Delisting Regulations | Yes / No |
| iii. | the delisting, in their opinion, is in the interest of the shareholders of the company | Yes / No |
| d. | Reason for Delisting | |
| e. | Whether date of AGM / EGM / Postal Ballot is Fixed | Yes / No |
| f. | Date of AGM / EGM / Postal Ballot | |
| g. | Name of Merchant Banker registered with the SEBI | |
| h. | Due diligence has been carried out by a peer review company secretary | Yes/No |
| III. | Delisting of subsidiary company pursuant to a scheme of arrangement | |
| a. | Whether date of AGM / EGM / Postal Ballot is Fixed | Yes / No |
| b. | Date of AGM / EGM / Postal Ballot | |
