Schemes of Arrangement by Listed Entities: SEBI

Circular

To

All Listed Entities who have listed their equity and convertibles

All the Nationwide Stock Exchanges

Dear Sir/Madam,

Sub: Schemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957

1. SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, has laid down the framework for Schemes of Arrangement by Listed Entities and relaxation under Rule 19(7) of the Securities Contracts (Regulation) Rules, 1957.

2. Empowering the stock exchanges: It has been decided to further streamline the processing of draft schemes filed with the stock exchanges, and make certain amendments to the aforesaid Circular dated March 10, 2017, as provided in the Annexure to this Circular. These amendments are aimed at ensuring that the recognized stock exchanges refer to draft schemes to SEBI only upon being fully convinced that the listed entity is in compliance with SEBI Act, Rules, Regulations, and circulars issued thereunder.

3. Applicability of this Circular: This Circular shall be applicable for all the schemes filed with the stock exchanges after November 17, 2020.

The amendment indicated at Para 7 of the Annexure shall be applicable for all listed entities seeking listing and/or trading approval from the stock exchanges after November 3, 2020.

4. The recognized stock exchanges are directed to bring the provisions of this circular to the notice of the listed companies and also to disseminate the same on their website.

Related Topic:
Clarification Related to Trading Window Closure

5. This circular is issued in exercise of powers conferred by Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulations 11, 37 and 94 read with Regulation 101(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 19(7) of Securities Contracts (Regulation) Rules, 1957 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

6. A copy of this circular is available on the SEBI website, under the categories “Legal Framework/Circulars”.

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