REGISTRATION OF NSE PRIME COMPANY

[Mr. M. GOVINDARAJAN]

Introduction

The National Stock Exchange launched (‘NSE’ for short) NSE PRIME during December 2021 which allows a listed company to sign up for higher corporate governance standards than what is required under law.  This is in line with Brazil’s successful ‘Novo Mercado’, which let companies voluntarily complied with  stricter standards, which has now led to foreign investors preferring companies in that listing segment due to higher governance standards.  Listed companies may voluntarily choose to be a part of NSE Prime.  It will need to comply with pre-defined norms on an ongoing basis, which will be monitored by the NSE.

NSE Prime Norms

The National Stock Exchange framed ‘National Stock Exchange Limited Prime Registration Norms’ on 21.12.2021.  These provisions came into effect from 01.07.2022.

Conditions

For registration of a company under NSE PRIME the following are to be met- 

• The company, along with its promoters, promoter group entities, Directors and Key Managerial Personnel, has been in compliance with all applicable Securities Laws for a continuous period of at least 3 years prior to the date of application.
• The company has not been in the trade-to-trade or graded surveillance measure (GSM) category of NSE for a continuous period of at least 1 year prior to the date of application (or during its entire tenure of listing, if listed for less than 1 year) due to non-compliance or surveillance actions.
• No proceedings have been admitted under the Insolvency and Bankruptcy Code, 2016 against the Company, nor shall the Company have passed a resolution for voluntary winding up, for the 3 preceding years prior to the date of application. 
• The Company has a Net Worth of at least Rs. 300 crores for the 3 preceding Financial Years prior to the date of application.
• The average daily turnover of the company’s equity shares on the cash segment of NSE’s Main Board shall has been at least Rs.5 crores for a continuous period of 6 months prior to the date of application.
• The applicant’s statutory auditors shall not have issued any adverse, negative and/or qualified opinions or remarks in relation to the applicant’s financial statements that may give rise to questions on the suitability of the applicant’s internal controls, its accounting practices and/or its reliability.
• Neither the Company, nor any of its promoters, promoter group entities, Directors and/or Key Managerial Personnel, has been-

•  convicted of fraud, offences involving moral turpitude or any economic offence;
•  debarred, restrained or subjected to any disciplinary action by any statutory authority in India or elsewhere; or
•  categorized as a willful defaulter.

• The Company has a general reputation for fairness and integrity in all its business transactions.

Application for registration

An application for registration of a company as NSE Prime Company, in the prescribed format shall be made to NSE.  The application shall be complete in all aspect.  It shall be signed by a person duly authorized by the applicant.  The application shall be accompanied with the following-

• NSE Prime Registration Agreement duly signed by the authorized representative of the applicant;
• A certified copy of a board resolution of the applicant in the format specified by NSE;
• The non refundable application fee as prescribed by NSE from time to time.

NSE Prime Registration Agreement

The NSE Prime Registration Agreement is to be made between the company which proposes to be an NSE Prime Company and the NSE.  In the said agreement the company is to covenant and agree with the following-

• to comply with the extant provisions of all the applicable statutory enactments governing the issuance, listing and continued listing of securities;
• to comply with the extant provisions of the NSE Prime Norms;
• to pay all applicable fees within the prescribed period in accordance with the extant provisions of the NSE Prime Norms;
• to keep NSE intimated of any change in any information/ details provided by it to NSE in terms of the extant provisions of the NSE Prime Norms;
• to pass a resolution by the board of directors of the Company, or a committee duly authorized by the board of directors of the Company, for registration as an NSE Prime Company at its meeting in the form prescribed by the NSE.

The registration and continued registration as an NSE Prime Company is subject to the discretion of NSE and subject to the rights of NSE as set out in the NSE Prime Norms and otherwise.  Nothing in this Agreement shall affect any right of NSE or liability incurred by the Company nor effect any enquiry or investigation, or any other action undertaken by NSE.

The Company may use and display NSE’s Intellectual Property – NSE Prime logo (‘NSE IP’) to the extent agreed under this agreement or as may be allowed by NSE in writing.            

NSE grants the right to use NSE IP for Company’s Marketing Materials.  The ‘Marketing Materials’ shall mean and include any audio-video materials, brochures, promotional materials, corporate communication collaterals, advertisement, presentations created by the Company to promote the Company’s engagement and/or relationship with NSE/ NSE Prime Norms.   The Company may be required to pay fees to NSE as may be notified by NSE from time to time for usage of NSEs IP by the Company for the permitted purpose.

 The use of marketing materials is subject to the terms detailed as below-

• The company may use NSE IP till the validity of its registration.
• If the company ceases to be an NSE Prime Company it shall immediately stop any and all usage, display, or represent in many manner of being associated with NSE IP and shall certify the same in writing to NSE.
• NSE may restrict the Company from using or displaying NSE IP by giving 5 days prior notice to the Company or immediately revoke the right of the Company to use/display NSE’s IP on the Marketing Materials.
• NSE has permitted the Company to use NSE’s IP on the Marketing Materials for the limited, non-commercial purpose and not for any other purpose except upon a prior written consent of NSE.
• The Company shall not use/display/incorporate NSE’s IP in any third party’s marketing material in any manner whatsoever.
• NSE is the sole and exclusive owner of any/all intellectual property rights emanating from or in relation to NSE’s IP and that the Company will not acquire any right, title, or interest in NSE’s IP.
• No Marketing Materials shall be used by the Company without the prior written approval of NSE.
• The Company shall indemnify and hold harmless NSE, its directors and employees against any and all judgment, damages, costs or losses of any kind (including attorneys' and experts' fees) brought against or incurred by NSE, its directors and employees as a result of any claim, action, or proceeding that arises out of or relates to the usage of NSE’s IP by the Company.

Format of Board resolution

The prescribed format for Board resolution is as below-

 REGISTRATION AS AN NSE PRIME COMPANY

‘RESOLVED THAT pursuant to the provisions of the National Stock Exchange of India Limited (Main Board) Prime Norms, 2021 (the “NSE Prime Norms”) consent is hereby granted for [●], the company secretary (“Company Secretary”) of [●] LIMITED (the “Company”), to apply to the National Stock Exchange on behalf of the Company for registration as an NSE Prime Company.

FURTHER RESOLVED THAT the Company Secretary be and is hereby authorized to do all such acts, deeds, matters and things, including filing of the necessary forms with the National Stock Exchange, as may be deemed necessary, desirable and/or expedient for giving effect to the resolution and to settle any question or difficulty that may arise with regard to the aforesaid purpose and which the Company Secretary may deem fit in the interest of the Company.’

Procedure for registration

The following is the procedure for registration of NSE Prime company-

• On receipt of the application NSE may require the applicant to furnish further information or clarifications that NSE deems relevant for registration or to dispose the application.
• The applicant shall furnish the information as clarification as required by NSE within the time specified by NSE.
• On being satisfied that applicant is eligible and subject to the applicant executing NSE registration agreement NSE shall register the applicant as an NSE Prime company.

Rejection of application

NSE may reject an application for registration as a NSE Prime company after recording reasons for the same.  The rejection of application may be due to any of the following-

• the applicant does not conform to the eligibility requirements;
• the application is not complete in all respects and/or does not conform to the requirements set out herein, including where the information contained therein is deemed insufficient, unsatisfactory or non-conclusive;
• the application does not contain such additional information as may be required by NSE;
• the information provided in the application is incorrect, false and/or misleading in any manner; and/or
• in the considered opinion of NSE, the applicant ought to be denied registration in order to protect the interests of investors or the integrity and/or reputation of the NSE Prime group.

NSE, before rejecting such application shall give reasonable opportunity to the applicant in writing to make good the deficiencies within the time specified by NSE for the purpose.  If an application is rejected for containing incorrect, false and/or misleading information, no such opportunity may be given.

Consequences of rejection

In the event that an application has been rejected by NSE after having given the applicant an opportunity to make good the deficiencies the applicant shall be automatically ineligible from making an application to register as an NSE Prime Company for a period of 6 months from the date of such rejection.

Limitation

The grant of a certificate of registration by NSE to an entity seeking registration as an NSE Prime Company shall not be construed, in any way whatsoever, to be an endorsement, inducement and/or recommendation by NSE and/or its shareholders, directors, committee members, officers, employees, representatives or advisors to any potential investor to invest in the securities of the NSE Prime Company.