Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR] states that a certain list of events mentioned in Part A are deemed to be material and shall be disclosed to the Stock Exchange within 24 hours of their occurrence. Usually, these disclosures are to be made in PDF format through the Electronic Platform of the Stock Exchange (The Listing Centre for the Bombay Stock Exchange and the NEAPS portal of the National Stock Exchange). However, the Bombay Stock Exchange (‘BSE’) and the National Stock Exchange (‘NSE’) had released a circular on January 27, 2023 mandating a certain list of items that have to be disclosed in XBRL as well as PDF formats which include prior intimation of Board meetings pursuant to Regulation 29, Change in Registrar and Share Transfer Agent, Change in Auditors, Change in Director(s) or Chief Financial Officer or Chief Operating Officer or Company Secretary etc.
The BSE and NSE had released another circular on March 31, 2023, providing an additional list of items under Schedule III that need to be disclosed in XBRL format. The BSE and the NSE have stipulated in both circulars that the XBRL submissions must be made within 24 hours following the PDF submissions. ADVERTISEMENT INTRODUCTION: The BSE and NSE have now released a set of FAQs and a new list of disclosures that will now be required to be given in XBRL form vide its circular dt: May 15, 2023. The FAQs aim to clarify any ambiguity regarding the details of material event to be disclosed in XBRL format..
In this write up we would analyse and check whether there are any details that are required to be given pertaining to Schedule III disclosures in addition to minimum disclosure requirements prescribed under SEBI Circular September 9, 2015. INFORMATION TO BE GIVEN IN XBRL All new XBRL utilities notified by BSE and NSE ask for certain basic information regarding the listed entity making the announcement such as Name of Listed Entity, BSE Scrip Code, NSE and MSEI Symbol, ISIN etc. For the purpose of this write up, we shall focus on two particularly common events i.e. Issuance of Securities and Notice of Shareholder Meeting in order to understand additional disclosures: A) XBRL filing of Notice of shareholders meeting The XBRL Utility pertaining to Notice of shareholder Meeting asks for additional information pertaining to the shareholders meeting which can be obtained from the Notice itself.
Till now details pertaining to notice of shareholders meeting were not required. It was easy to submit pdf. Copy of the notice. But now with XBRL format specific details needs to be filled in. So, companies have to keep this data handy to expedite filing of notice of shareholders. b) XBRL filing of details pertaining to Issuance of Securities: The XBRL utility pertaining to issuance of securities now seeks following basic details: For every type of issue (viz. Preferential Issue, Rights issue, Further Public Offer, QIPs etc.): 1. Date of Board Meeting considering the decision with respect to Fund Raising. 2. The Time of commencement and time of conclusion of the Board Meeting. 3. Whether Prior intimation for the Board Meeting has been given and date of making the intimation. 4. Whether decision with respect to fund raising was approved (Yes/No/Deferred) and if not, the reasons. 5. If the proposal for fund raising has been deferred, the details of the Discussion held regarding deference of the Proposal. 6. Date of AGM/EGM/Postal Ballot fixed for purpose of approval of issuance of Securities. 7. Details of Book Closure/Record Date such as Start Date and End Date of Book Closure and further a confirmation that the relevant date is as per the provisions of the SEBI (ICDR) Regulations, 2018 8. Whether the Board has decided the Mode through which funds shall be raised and the reason for not deciding the same. 9. The Utility further asks whether disclosure pursuant to SEBI circular dated September 09, 2015 (referring to the circular pertaining to Continuous Disclosure Requirements under Regulation 30) have been made and if not, the reasons thereof. The XBRL now requests for specific details in addition to minimum disclosures required under SEBI Circular September 9, 2015 with respect to each type of issuance such as the share capital and number of shares, before and after the issue of Shares etc. A brief of what all additional details are required to be given for particular type of issue is as follows Sr. No. Type of Issue Details Required 1 Rights Issue 1. Total Number of securities proposed to be issued 2. Issue Price 3. Ratio of issue 2 Qualified Institutional Placement 1. Whether the Company has already made Qualified Institutional Placements 2. Date of Previous QIPs 3. Is QIP through offer for sale by promoters or promoters group for compliance with minimum public shareholding 4. Details of Pre and Post Public Shareholding 3 Preferential Issue (with respect to certain types of securities) 1. Date of conversion 2. Date of conversion of securities (exact date) 3. In case of convertibles – Date on which the the tenure of the instrument lapsed 4. Whether any change made in the date of conversion of securities. 5. Intimation of change in the Date of conversion of securities submitted to the Stock Exchange. For making disclosure in XBRL format, it is necessary to keep all of these details on hand. The FAQs also mention that the PDF filing will be taken into consideration for Compliance purposes, but they also specify that the XBRL filing must be done within 24 hours following the PDF submission.
However, since the subject of the issue of securities is dynamic in itself and the facts would differ for each Company, it is therefore advised to glance through the Excel utilities that have been released in order to understand and collate all necessary data. Conclusion XBRL based filing though having enormous benefits, both for the purpose of data collection but also for the investors and researchers who require data in the form of statistics for their analysis and to make informed decisions, has constraints in terms of flexibility and convenience for the Company. The XBRL utilities, for example, do not allow Companies to disclose data over and above what is required or asked in the XBRL utility. Although in the present scenario, the PDF filings which are being considered for the purpose of Compliance can be used for disclosure of such information, it would be difficult to include such information if a transition is made to a complete XBRL based disclosure. A question arises whether the requirements by the XBRL format over and above those prescribed by the SEBI Circular dated September 09, 2015 can be requested by the Exchanges and whether they would be having the authority to do so. Regardless, it must be noted that XBRL Utilities would immensely help in standardization of disclosures and making data processing for Exchanges seamless.